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. Purchaser acknowledges the following: ANY INFORMATION PROVIDED OR TO BE PROVIDED BY OR ON BEHALF OF SELLER WITH RESPECT TO THE PROPERTY IS PROVIDED SOLELY FOR PURCHASER’S CONVENIENCE. SUCH INFORMATION WAS OR WILL BE OBTAINED FROM A VARIETY OF SOURCES, INCLUDING FROM SELLER’S PROPERTY MANAGER. SELLER HAS NOT MADE ANY INDEPENDENT INVESTIGATION OR VERIFICATION OF SUCH INFORMATION AND MAKES NO (AND EXPRESSLY DISCLAIMS ALL) REPRESENTATIONS AS TO THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION, EXCEPT AS SET FORTH IN THIS AGREEMENT OR IN THE CLOSING DOCUMENTS TO BE DELIVERED BY SELLER. EXCEPT AS OTHERWISE PROVIDED HEREIN OR IN SELLER’S CLOSING DOCUMENTS, SELLER SHALL NOT BE LIABLE FOR ANY MISTAKES, OR OMISSIONS, OR FOR ANY PARTY’S FAILURE TO INVESTIGATE THE PROPERTY, NOR SHALL SELLER BE BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS, APPRAISALS, ENVIRONMENTAL SITE ASSESSMENTS OR OTHER INFORMATION PERTAINING TO THE PROPERTY OR THE OPERATION THEREOF, FURNISHED BY SELLER, SELLER’S PROPERTY MANAGER, SELLER’S REPRESENTATIVES OR ANY OTHER PERSON ACTING ON BEHALF OF SELLER, EXCEPT AS SET FORTH IN THIS AGREEMENT OR IN SELLER’S CLOSING DOCUMENTS.
Seller’s Disclaimer. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES BY SELLER SET FORTH IN SECTION 9.2, 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; (II) THE FITNESS OF THE PROPERTY FOR ANY PARTICULAR PURPOSE; (III) COMPLIANCE WITH ANY ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE LAWS, RULES, REGULATION, ORDERS OR REQUIREMENTS, INCLUDING, WITHOUT LIMITATION, TITLE III OF THE AMERICANS WITH DISABILITIES ACT OF 1990, THE CALIFORNIA HEALTH & SAFETY CODE, THE VISUAL ARTISTS RIGHTS ACT, THE FEDERAL WATER POLLUTION CONTROL ACT, THE FEDERAL RESOURCE CONSERVATION AND RECOVERY ACT, THE U.S. ENVIRONMENTAL PROTECTION AGENCY REGULATIONS AT 40 C.F.R., PART 261, THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY ACT OF 1980, AS AMENDED, THE RESOURCE CONSERVATION AND RECOVERY ACT OF 1976, THE CLEAN WATER ACT, THE SAFE DRINKING WATER ACT, THE HAZARDOUS MATERIALS TRANSPORTATION ACT, THE TOXIC SUBSTANCE CONTROL ACT, AND REGULATIONS PROMULGATED UNDER ANY OF THE FOREGOING; (x) THE PRESENCE OR ABSENCE OF HAZARDOUS MATERIALS AT, ON, UNDER, OR ADJACENT TO 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 FINAL AGREEMENT 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 PURSUANT TO SECTION 4.1.2, AND NOT UPON ANY REPRESENTATION OR WARRANTY OF SELLER, OR ANY AGENT OR REPRESENTATIVE OF SELLER, WHICH IS NOT SET FORTH IN SECTION 9.2. THEREFORE, BUYER AGREES THAT, ...
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:
Seller’s Disclaimer. “AS IS” Sale. Seller has made no representations regarding the volume or quality of the Timber, or the costs or feasibility of removing it from the Property. Buyer has examined the state and condition of the Property and the Timber and is relying solely upon its own inspection and its own knowledge, information, judgment, and experience in entering into this Agreement and is not relying on any representation from Seller or any of its agents. Buyer assumes the responsibility and risks of all defects and conditions, including such defects and conditions, if any, that cannot be observed by casual inspection. Buyer has independently ascertained the applicable zoning, forestry, land use, environmental, endangered and protected species and other ordinances, rules, regulations, restrictions, laws and moratoriums affecting the Property and Timber and Buyer accepts the Property, Timber, roads on or providing access to the Property and all other aspects of the Property and Timber in their present “AS IS” “WHERE IS” condition, without any representation or warranty, express or implied, and waives and releases all claims against Seller with regard to any condition affecting the Property or Timber.
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. With Respect to Physical Condition of Property and Applicable Laws and Regulations; Buyer to Take Property “As Is”; Buyer’s Release and Indemnity Re: Environmental Hazard Risks; Delivery of Inspection Reports.
Seller’s Disclaimer. Except as otherwise set forth in Article IV of this Agreement, Seller disclaims all liability or responsibility for any statement, information or data made or communicated (orally or in writing) to Buyer, its affiliates, or any stockholder, officer, director, employee, agent, advisor or representative of either (including, but not limited to, any opinion, information or advice which may have been provided to any such party by any representative of Seller or any other party), wherever or however made. Seller makes no representation or warranty as to (i) the amounts, value, quality, or deliverability of hydrocarbons from the Assets, (ii) any geological, geophysical or other interpretations with respect to the Assets and (iii) any economic forecasts, in each case whether contained in any material furnished to Buyer by Seller, its officers, directors, employees, agents, advisors, representatives or otherwise. Buyer expressly acknowledges and accepts Seller's disclaimer. All data, information and other materials furnished by Seller are presumed by Seller to be accurate and are provided to Buyer as a convenience, and reliance on, or use of, such information or materials is at Buyer's sole risk.
Seller’s Disclaimer. (a) Except as otherwise expressly provided in Section 4.1 below, Seller disclaims the making of any representations or warranties, express or implied, regarding the Property or matters affecting the Property, including, without limitation, the physical condition of the Property, title to or the boundaries of the Real Property, pest control matters, soil condition, hazardous waste, toxic substance or other environmental matters, compliance with any laws, regulations and orders (including without limitation any and all building, health, safety, land use and zoning laws, regulations and orders), structural and other engineering characteristics, traffic patterns and all other information pertaining to the Property. Buyer, moreover, acknowledges (i) that Buyer has entered into this Agreement with the intention of making and relying upon its own inspection and investigation of the physical, environmental, economic, legal or other condition or status of the Property and those representations and warranties of Seller specifically set forth in Section 4.1 below and (ii) that Buyer is not relying upon any representations and warranties, other than those specifically set forth in Section 4.1 below, made by Seller or anyone acting or claiming to act on Seller's behalf concerning the Property or its value or on any documentation or information provided to Buyer by or on behalf of Seller. Buyer further acknowledges that it has not received from Seller any accounting, tax, legal, architectural, engineering, environmental, property management or other advice with respect to this transaction and is relying solely upon the advice of its own accounting, tax, legal, architectural, engineering, environmental, property management and other advisors. Buyer agrees that, except as otherwise expressly provided in Sections 3.3(b), 3.3(f), 4.1, 4.2 and 7.1 of this Agreement, the Property is to be sold to and accepted by Buyer in its "AS IS" condition and WITH ALL FAULTS on the Closing Date and assumes the risk that adverse physical, environmental, economic, legal or other conditions may not have been revealed by its inspection or investigation.
