Seller’s Disclaimers Sample Clauses

Seller’s Disclaimers. (a) BUYER ACKNOWLEDGES AND AFFIRMS THAT PRIOR TO THE CLOSING IT WILL HAVE MADE ITS OWN INVESTIGATION, ANALYSIS AND EVALUATION OF THE ASSETS, THE LIABILITIES AND OBLIGATIONS TO BE ASSUMED BY BUYER HEREUNDER, AND THE OPERATIONS, BUSINESS AND PROSPECTS RELATING TO THE ASSETS AND SUCH LIABILITIES AND OBLIGATIONS. EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT AND IN THE INSTRUMENTS TO BE DELIVERED BY SELLER AT THE CLOSING, INCLUDING, WITHOUT LIMITATION, THE TITLE WARRANTIES PROVIDED BY SELLER, IF ANY, THE ASSETS ARE SOLD “AS IS, WHERE IS” AND “WITH ALL FAULTS,” AND SELLER MAKES NO REPRESENTATION OR WARRANTY, EXPRESS, STATUTORY OR IMPLIED OF MERCHANTABILITY, FREEDOM FROM REDHIBITORY VICES OR DEFECTS, FITNESS FOR A PARTICULAR PURPOSE, CONDITION OR CONFORMITY TO MODELS OR SAMPLES OF MATERIALS OF ANY EQUIPMENT, CONCERNING THE ASSETS. BUYER ACKNOWLEDGES THAT, SUBJECT TO THE IMMEDIATELY PRECEDING SENTENCE, THE SALE OF THE ASSETS WILL BE SUBJECT TO THE “AS IS” BASIS AND WAIVER OF WARRANTY PROVISIONS SET FORTH IN THE CONVEYANCE DOCUMENTS. (b) EXCEPT AS AND TO THE EXTENT EXPRESSLY SET FORTH IN THIS AGREEMENT AND IN THE INSTRUMENTS TO BE DELIVERED BY SELLER AT THE CLOSING, AND WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SELLER EXPRESSLY DISCLAIMS ANY REPRESENTATION OR WARRANTY, EXPRESS, STATUTORY OR IMPLIED, AS TO (i) THE CONTENT, CHARACTER OR NATURE OF ANY DESCRIPTIVE MEMORANDUM, REPORTS, BROCHURES, CHARTS OR STATEMENTS PREPARED BY THIRD PARTIES; (ii) ANY ESTIMATES OF THE VALUE OF THE ASSETS OR FUTURE REVENUES GENERATED BY THE ASSETS; (iii) THE PROCESSING OF PETROLEUM PRODUCTS FROM THE ASSETS; (iv) THE CONDITION, QUALITY, SUITABILITY OR DESIGN OF THE ASSETS; OR (v) ANY OTHER MATERIALS OR INFORMATION THAT MAY HAVE BEEN MADE AVAILABLE OR COMMUNICATED TO BUYER OR ITS AFFILIATES, OR THEIR EMPLOYEES, AGENTS, CONSULTANTS, REPRESENTATIVES OR ADVISORS IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR ANY DISCUSSION OR PRESENTATION RELATING THERETO. (c) SELLER HAS MADE CERTAIN DATA (INCLUDING THE FINANCIAL INFORMATION) AVAILABLE TO BUYER IN THE DATA ROOM, IN THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, IN SCHEDULE 10 ATTACHED TO THIS AGREEMENT), AND OTHERWISE, AND ALTHOUGH, EXCEPT AS SET FORTH HEREIN AND IN THE INSTRUMENTS TO BE DELIVERED AT CLOSING, SELLER DOES NOT WARRANT THE ACCURACY OF ANY SUCH DATA, SELLER HAS NO KNOWLEDGE THAT SUCH DATA IS MATERIALLY INACCURATE, AND, EXCEPT AS SET FORTH HEREIN OR IN THE INSTRU...
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Seller’s Disclaimers. Except for the representations and warranties in Section 2.1 above, Purchaser expressly acknowledges that the Facility is being sold and accepted AS-IS, WHERE-IS, and Seller makes no representations or warranties with respect to the physical condition or any other aspect of the Facility, including, without limitation, (i) the structural integrity of any of the Improvements, (ii) the manner, construction, condition, and state of repair or lack of repair of any of the Improvements, (iii) the conformity of the Improvements to any plans or specifications for the Facility, including but not limited to any plans and specifications that may have been or which may be provided to Purchaser, (iv) the conformity of the Facility to past, current or future applicable zoning or building code requirements or the compliance with any other laws, rules, ordinances, or regulations of any government or other body, (v) the financial earning capacity or history or expense history of the operation of the Facility, (vi) the nature and extent of any right-of-way, lease, possession, lien, encumbrance, license, reservation, condition, or otherwise, (vii) the existence of soil instability, past soil repairs, soil additions or conditions of soil fill, susceptibility to landslides, sufficiency of undershoring, sufficiency of drainage, (viii) whether the Facility is located wholly or partially in a flood plain or a flood hazard boundary or similar area, (ix) the existence or non-existence of asbestos, underground or above ground storage tanks, hazardous waste or other toxic or hazardous materials of any kind or any other environmental condition or whether the Facility is in compliance with applicable laws, rules and regulations, (x) the Facility’s investment potential or resale at any future date, at a profit or otherwise, (xi) any tax consequences of ownership of the Facility or (xii) any other matter whatsoever affecting the stability, integrity, other condition or status of the land or any buildings or other Improvements situated on all or part of the Facility (collectively, the “Property Conditions”), except for warranties and representations expressly set forth in Section 2.1 above and in any of the closing documents to be delivered by Seller as set forth herein. EXCEPT FOR THE REPRESENTATIONS OF SELLER EXPRESSLY SET FORTH IN SECTION 2.1 ABOVE, PURCHASER HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVES ANY AND ALL ACTUAL OR POTENTIAL RIGHTS PURCHASER MIGHT HAVE REGARDING ANY FORM OF W...
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Seller’s Disclaimers. Xxxxxx makes the following disclaimers regarding the Project, which disclaimers do not relieve Purchaser of Purchaser's obligation to investigate the Project and the Project documents and to determine whether the Project is suitable for Purchaser:
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Seller’s Disclaimers. (a) Except as otherwise expressly provided in this Agreement and in the documents executed by Seller and delivered to Buyer at closing (the "Closing Documents"), Seller disclaims the making of any representations or warranties, express or implied, regarding the Hotels or matters affecting the Hotels, including, without limitation, the physical condition of each Hotel, title to or the boundaries of the Land, pest control matters, soil condition, hazardous waste, toxic substance or other environmental matters, compliance with building, health, safety, land use and zoning laws, regulations and orders, structural and other engineering characteristics, traffic patterns, economic projections, and all other information pertaining to each Hotel. Buyer hereby agrees that the waiver or satisfaction of the conditions set forth in Section 4.1(a)(1) and (2) below shall constitute an acknowledgment that Seller has given Buyer every opportunity to consider, inspect and review to its satisfaction the physical, environmental, economic and legal condition of the Hotels and all files and information in Seller's possession or control which Buyer deems material to the purchase of the Hotels. Buyer, moreover, acknowledges (1) that Seller did not develop or construct the Hotels, (2) that Buyer has entered into this Agreement with the intention of making and relying upon its own investigation of the physical, environmental, economic and legal condition of the Hotels and (3) that Buyer is not relying upon any statements, representations or warranties, other than those specifically set forth in this Agreement and the Closing Documents, made by Seller or anyone acting or claiming to act on Seller's behalf concerning the Hotels, including any Hotel employees or other employees of the Operator. Buyer further acknowledges that it has not received from Seller any accounting, tax, legal, architectural, engineering, 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, property management and other advisors. Subject to the provisions of Section 8.1 of this Agreement, Buyer shall purchase each Hotel in its "as is" condition on the Closing Date and assumes the risk that adverse physical, environmental, economic or legal conditions may not have been revealed by its investigation. Nothing in this Section, however, shall be deemed a limitation on any representation, warranty, cov...
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Seller’s Disclaimers. This Property Offering has been prepared for Buyer and Buyers Representatives’ use in considering the Property for a potential future acquisition, and contains only a general overview of the Property. Although informa- tion herein and subsequent information provided are from sources deemed reliable, neither Seller, nor Broker makes any warranties or representations, express or implied, as to the accuracy and completeness of the enclosed Property information. It is the Buyer’s sole responsibility to conduct an independent investigation and due diligence of the Prop- erty and its attributes and characteristics in its entirety. Buyer is strongly advised to use qualified industry professionals to determine the suitability of the Property for Buyers intended use. Xxxxx is also advised that this Property Offering information is dated, and that changes may have occurred prior to, during and after the time that it was prepared. The Property is being sold in its present As-Is condition, subject to the terms and conditions of a fully executed, definitive Purchase and Sale Agreement.
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Seller’s Disclaimers. (a) THE PURCHASED ASSETS WILL BE SOLD "AS-IS". SELLER EXCLUDES AND DISCLAIMS ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE PURCHASED ASSETS, OTHER THAN THOSE WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT. (b) Buyer shall prepare an allocation of the Purchase Price among the Purchased Assets within 90 days after the Closing Date ("the Allocation Schedule") and shall submit the Allocation Schedule to Seller. Buyer and Seller shall report on an allocation of the Purchase Price among the Purchased Assets in accordance with the Allocation Schedule in the filing of all tax returns and in the course of any tax audit, tax review or tax litigation thereto.
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Seller’s Disclaimers. (a) The Equipment, and each part of it and each interest in it, are being sold and delivered to Buyer “as is” and “where is”, without any representation, guarantee, or warranty of Seller, express or implied, of any kind, arising by law or otherwise, except to the extent provided by Seller in Schedule 4 and the Warranty Bills of Sale. (b) Except to the extent provided by Seller in Schedule 4 and the Warranty Bills of Sale, Buyer unconditionally agrees that, as between Buyer and Seller, the Equipment (and each part of it and each interest in it) and the Technical Documents are to be sold and purchased in an as is, where is condition on the relevant Delivery Date, and no term, condition, warranty, representation, or covenant of any kind has been accepted, made, or is given by Seller or any of its officers, employees, or agents in respect of the airworthiness, value, satisfactory quality, durability, date processing, condition, design, operation, description, merchantability, or fitness for use or purpose of the Equipment or any part thereof or interest therein, as to the absence of latent, inherent, or other defects (whether or not discoverable), as to the completeness or condition of the Technical Documents, or as to the absence of any infringement of any patent, copyright, design, or other proprietary rights; and all conditions, warranties, and representations in relation to any of those matters, expressed or implied, statutory or otherwise, are expressly excluded, and Buyer hereby waives any and all rights and remedies it may have or have had against Seller arising therefrom whether arising in contract or in tort out of any negligence or strict liability of Seller or otherwise, including rights and remedies for loss of use, revenue, and profit, or other indirect, incidental, special, or consequential damages.
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Seller’s Disclaimers 
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Related to Seller’s Disclaimers

  • SELLER’S DISCLOSURES In order to meet the Buyer’s obligations during the Inspection Period, the Seller shall be required to provide the following documents and records, to the extent they are within the possession or control of the Seller, at the Seller’s sole cost and expense:

  • Warranty Disclaimers WE ARE LEASING THE EQUIPMENT TO YOU “AS-IS.” YOU HAVE SELECTED SUPPLIER AND THE EQUIPMENT BASED UPON YOUR OWN JUDGMENT. IN THE EVENT WE ASSIGN THIS AGREEMENT, OUR ASSIGNEE DOES NOT TAKE RESPONSIBILITIES FOR THE INSTALLATION OR PERFORMANCE OF THE EQUIPMENT. SUPPLIER IS NOT AN AGENT OF OURS AND WE ARE NOT AN AGENT OF SUPPLIER, AND NOTHING SUPPLIER STATES OR DOES CAN AFFECT YOUR OBLIGATIONS HEREUNDER. YOU WILL MAKE ALL PAYMENTS UNDER THIS AGREEMENT REGARDLESS OF ANY CLAIM OR COMPLAINT AGAINST ANY SUPPLIER, LICENSOR OR MANUFACTURER, AND ANY FAILURE OF A SERVICE PROVIDER TO PROVIDE SERVICES WILL NOT EXCUSE YOUR OBLIGATIONS TO US UNDER THIS AGREEMENT. WE MAKE NO WARRANTIES, EXPRESS OR IMPLIED, OF, AND TAKE ABSOLUTELY NO RESPONSIBILITY FOR, MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, CONDITION, QUALITY, ADEQUACY, TITLE, DATA ACCURACY, SYSTEM INTEGRATION, FUNCTION, DEFECTS, INFRINGEMENT OR ANY OTHER ISSUE IN REGARD TO THE EQUIPMENT, ANY ASSOCIATED SOFTWARE AND ANY FINANCED ITEMS. SO LONG AS YOU ARE NOT IN DEFAULT UNDER THIS AGREEMENT, WE ASSIGN TO YOU ANY WARRANTIES IN THE EQUIPMENT GIVEN TO US.

  • Disclaimers EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, IT IS UNDERSTOOD AND AGREED THAT SELLER IS NOT MAKING AND HAS NOT AT ANY TIME MADE ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EXPRESSED OR IMPLIED, WITH RESPECT TO THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OR REPRESENTATIONS AS TO HABITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE (OTHER THAN SELLER's LIMITED WARRANTY OF TITLE TO BE SET FORTH IN THE DEED), ZONING, TAX CONSEQUENCES, LATENT OR PATENT PHYSICAL OR ENVIRONMENTAL CONDITION, UTILITIES, OPERATING HISTORY OR PROJECTIONS, VALUATION, GOVERNMENTAL APPROVALS, THE COMPLIANCE OF THE PROPERTY WITH GOVERNMENTAL LAWS, THE TRUTH, ACCURACY OR COMPLETENESS OF THE PROPERTY DOCUMENTS OR ANY OTHER INFORMATION PROVIDED BY OR ON BEHALF OF SELLER TO BUYER, OR ANY OTHER MATTER OR THING REGARDING THE PROPERTY. BUYER ACKNOWLEDGES AND AGREES THAT UPON CLOSING SELLER SHALL SELL AND CONVEY TO BUYER AND BUYER SHALL ACCEPT THE PROPERTY "AS IS, WHERE IS, WITH ALL FAULTS", EXCEPT TO THE EXTENT EXPRESSLY PROVIDED OTHERWISE IN THIS AGREEMENT. BUYER HAS NOT RELIED AND WILL NOT RELY ON, AND SELLER IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESSED OR IMPLIED WARRANTIES, GUARANTIES, STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PROPERTY OR RELATING THERETO (INCLUDING SPECIFICALLY, WITHOUT LIMITATION, PROPERTY INFORMATION PACKAGES DISTRIBUTED WITH RESPECT TO THE PROPERTY) MADE OR FURNISHED BY SELLER, THE MANAGER OF THE PROPERTY, OR ANY REAL ESTATE BROKER OR AGENT REPRESENTING OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, UNLESS SPECIFICALLY SET FORTH IN THIS AGREEMENT. BUYER REPRESENTS TO SELLER THAT BUYER HAS CONDUCTED, OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS OF THE PROPERTY, INCLUDING BUT NOT LIMITED TO, THE PHYSICAL AND ENVIRONMENTAL CONDITIONS THEREOF, AS BUYER DEEMS NECESSARY TO SATISFY ITSELF AS TO THE CONDITION OF THE PROPERTY AND THE EXISTENCE OR NONEXISTENCE OR CURATIVE ACTION TO BE TAKEN WITH RESPECT TO ANY HAZARDOUS OR TOXIC SUBSTANCES ON OR DISCHARGED FROM THE PROPERTY, AND WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF SELLER OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETO, OTHER THAN SUCH REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER AS ARE EXPRESSLY SET FORTH IN THIS AGREEMENT. OTHER THAN SUCH REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER AS ARE EXPRESSLY SET FORTH IN THIS AGREEMENT, UPON CLOSING, BUYER SHALL ASSUME THE RISK THAT ADVERSE MATTERS, INCLUDING BUT NOT LIMITED TO, CONSTRUCTION DEFECTS AND ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS, MAY NOT HAVE BEEN REVEALED BY BUYER's INVESTIGATIONS, AND EXCEPT PURSUANT TO THIS AGREEMENT BUYER, UPON CLOSING, SHALL BE DEEMED TO HAVE WAIVED, RELINQUISHED AND RELEASED SELLER (AND SELLER's OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES AND AGENTS) FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION (INCLUDING CAUSES OF ACTION IN TORT), LOSSES, DAMAGES, LIABILITIES, COSTS AND EXPENSES (INCLUDING ATTORNEYS' FEES AND COURT COSTS) OF ANY AND EVERY KIND OR CHARACTER, KNOWN OR UNKNOWN, WHICH BUYER MIGHT HAVE ASSERTED OR ALLEGED AGAINST SELLER (AND SELLER's OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES AND AGENTS) AT ANY TIME BY REASON OF OR ARISING OUT OF ANY LATENT OR PATENT CONSTRUCTION DEFECTS OR PHYSICAL CONDITIONS, VIOLATIONS OF ANY APPLICABLE LAWS (INCLUDING, WITHOUT LIMITATION, ANY ENVIRONMENTAL LAWS) AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS REGARDING THE PROPERTY. BUYER AGREES THAT SHOULD ANY CLEANUP, REMEDIATION OR REMOVAL OF HAZARDOUS SUBSTANCES OR OTHER ENVIRONMENTAL CONDITIONS ON THE PROPERTY BE REQUIRED AFTER THE DATE OF CLOSING, SUCH CLEAN-UP, REMOVAL OR REMEDIATION SHALL BE THE RESPONSIBILITY OF AND SHALL BE PERFORMED AT THE SOLE COST AND EXPENSE OF BUYER AND SELLER SHALL NOT BE LIABLE TO BUYER FOR SUCH CLEAN-UP, REMOVAL OR REMEDIATION. AS PART OF THE PROVISIONS OF THIS SECTION 9.2, BUT NOT AS A LIMITATION THEREON, BUYER HEREBY AGREES, REPRESENTS AND WARRANTS THAT THE MATTERS RELEASED HEREIN ARE NOT LIMITED TO MATTERS WHICH ARE KNOWN OR DISCLOSED, AND BUYER HEREBY WAIVES ANY AND ALL RIGHTS AND BENEFITS WHICH IT NOW HAS, OR IN THE FUTURE MAY HAVE CONFERRED UPON IT, BY VIRTUE OF THE PROVISIONS OF FEDERAL, STATE OR LOCAL LAW, RULES OF REGULATIONS.

  • Warranties Disclaimers a) Licensor represents and warrants that it has the right to grant to Licensee the rights granted hereunder. b) Licensor represents and warrants that during the Warranty Period the Licensed Products will perform all material functions set out in the Documentation for such Licensed Products and otherwise operate in substantial accordance with such Documentation. If, during the Warranty Period the Licensed Products fail to comply with this warranty, Licensee must notify Licensor in writing of any alleged errors or non-conformities with the Licensed Products. Licensor will have thirty (30) days from receipt of such notice or an additional period of time as reasonably agreed to by the parties to correct such errors or non-conformities in accordance with the Support Guidelines. If Licensor is unable to timely correct such errors or non- conformities, Licensee may elect to terminate the license to such Licensed Products. If Licensee terminates the license to such Licensed Products during the Warranty Period in accordance with this Section, Licensee will, as its remedy, receive a refund of all fees previously paid for such Licensed Products. c) LICENSOR DOES NOT WARRANT THAT THE LICENSED PRODUCTS WILL OPERATE ERROR-FREE OR THAT LICENSOR WILL CORRECT ALL PRODUCT ERRORS INCLUDING THOSE DESIGNATED AS MEDIUM OR LOW SEVERITY LEVEL ISSUES. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, THE LICENSED PRODUCTS ARE PROVIDED “AS IS” AND LICENSOR AND ITS THIRD PARTY SUPPLIERS DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE LICENSED PRODUCTS AND SERVICES FURNISHED UNDER THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, RELIABILITY COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE IN TRADE. d) LICENSOR WILL NOT BE LIABLE FOR ANY CLAIMS OR DAMAGES CAUSED BY THE UNAUTHORIZED USE OF THE LICENSED PRODUCTS OR ACTS OF ABUSE OR MISUSE BY LICENSEE. IN ADDITION, LICENSOR WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE IN CONNECTION WITH OR ARISING OUT OF THE INTERRUPTION OR LOSS OF USE OF THE LICENSED PRODUCTS OR THE LOSS OR CORRUPTION OF LICENSEE'S DATA OR FILES PROCESSED OR STORED BY THE LICENSED PRODUCTS. e) THE LICENSED PRODUCTS MAY CONTAIN A DISABLING DEVICE OR DEVICE REQUIRING ENABLEMENT: (i) TO COMPLY WITH REQUIREMENTS OF REGULATORY AUTHORITIES; (ii) TO PREVENT USE OF THE LICENSED PRODUCTS BEYOND THE TERM OF A LICENSE IDENTIFIED IN AN ORDER OR ON A COMPUTER OTHER THAN THE COMPUTER AUTHORIZED IN AN ORDER; AND/OR (iii) TO PREVENT USE OF THE LICENSED PRODUCTS IN EXCESS OF ANY TRANSACTIONS (OR OTHER RESTRICTIONS) OR BY MORE THAN THE NUMBER OF USERS SET OUT IN AN ORDER.

  • Survival of Seller’s Representations and Warranties The representation and warranty of Seller set forth in Section 5.1(a) shall survive Closing and shall be a continuing representation and warranty without limitation. All other representations and warranties of Seller set forth in Section 5.1, shall survive Closing for a period of one hundred eighty (180) days. No claim for a breach of any representation or warranty of Seller shall be actionable or payable (a) if the breach in question results from or is based on a condition, state of facts or other matter which was known to Purchaser prior to Closing, (b) unless the valid claims for all such breaches collectively aggregate more than Twenty Five Thousand Dollars ($25,000) (the "Floor"), in which event the full amount of such valid claims shall be actionable up to the cap set forth in the following sentence, and (c) unless written notice containing a description of the specific nature of such breach shall have been given by Purchaser to Seller prior to the expiration of said one hundred eighty (180) day period and an action shall have been commenced by Purchaser against Seller within two hundred twenty (220) days of Closing. Further Purchaser agrees that any recovery against Seller for any breach of Seller's covenants, agreements, representations and warranties hereunder or under any other agreement, document, certificate or instrument delivered by Seller to Purchaser, or under any law applicable to the Property or this transaction, shall be limited to Purchaser's actual damages not in excess of One Million and 00/100 Dollars ($1,000,000) in the aggregate and that in no event shall Purchaser be entitled to seek or obtain any other damages of any kind, including, without limitation, consequential, indirect or punitive damages. Notwithstanding anything to the contrary in the foregoing, the Floor and the cap will not apply to actual damages incurred by Purchaser to the extent such damage was caused by Seller's fraud.

  • Representations and Warranties Disclaimers (a) EXCEPT FOR SELLER’S EXPRESS REPRESENTATIONS AND WARRANTIES SET FORTH IN PARAGRAPH 11(D) BELOW OR IN ANY DOCUMENT OR INSTRUMENT EXECUTED AND DELIVERED BY SELLER TO BUYER IN CONNECTION WITH CLOSING (EACH A “CLOSING DOCUMENT”), SELLER DOES NOT, BY THE EXECUTION AND DELIVERY OF THIS AGREEMENT, AND SELLER SHALL NOT, BY THE EXECUTION AND DELIVERY OF ANY DOCUMENT OR INSTRUMENT EXECUTED AND DELIVERED IN CONNECTION WITH CLOSING, MAKE ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, OF ANY KIND OR NATURE WHATSOEVER, WITH RESPECT TO THE PROPERTY, AND ALL SUCH WARRANTIES ARE HEREBY DISCLAIMED. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING PROVISIONS, EXCEPT FOR SELLER’S EXPRESS REPRESENTATIONS AND WARRANTIES SET FORTH IN PARAGRAPH 11(D) BELOW OR IN ANY CLOSING DOCUMENT, SELLER MAKES, AND SHALL MAKE, NO EXPRESS OR IMPLIED WARRANTY AS TO: (I) MATTERS OF TITLE, (II) ZONING, (III) TAX CONSEQUENCES, (IV) PHYSICAL OR ENVIRONMENTAL CONDITION (INCLUDING, WITHOUT LIMITATION, LAWS, RULES, REGULATIONS, ORDERS AND REQUIREMENTS PERTAINING TO THE USE, HANDLING, GENERATION, TREATMENT, STORAGE OR DISPOSAL OF ANY TOXIC OR HAZARDOUS WASTE OR TOXIC, HAZARDOUS OR REGULATED SUBSTANCE AND FURTHER INCLUDING, WITHOUT LIMITATION, THE COMPREHENSIVE ENVIRONMENTAL RESPONSE AND COMPENSATION AND LIABILITY ACT, THE RESOURCE CONSERVATION AND RECOVERY ACT, THE CLEAN WATER ACT, THE SOLID WASTE DISPOSAL ACT, THE FEDERAL WATER POLLUTION CONTROL ACT, THE OIL POLLUTION ACT, THE FEDERAL CLEAN AIR ACT, THE FEDERAL INSECTICIDE, FUNGICIDE AND RODENTICIDE ACT, AND ANY AND ALL STATE LAWS SIMILAR TO THE FOREGOING, EACH AS MAY BE AMENDED FROM TIME TO TIME, AND INCLUDING ANY AND ALL REGULATIONS, RULES OR POLICIES PROMULGATED THEREUNDER (HEREIN COLLECTIVELY CALLED THE “ENVIRONMENTAL LAWS”), (V) VALUATION, (VI) GOVERNMENTAL APPROVALS, GOVERNMENTAL REGULATIONS OR ANY OTHER MATTER OR THING RELATING TO OR AFFECTING THE PROPERTY, (VII) THE USE, INCOME POTENTIAL, EXPENSES, OPERATION OR CHARACTERISTICS OF THE PROPERTY OR ANY PORTION THEREOF, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF SUITABILITY, HABITABILITY, MERCHANTABILITY, DESIGN OR FITNESS FOR ANY SPECIFIC PURPOSE OR FOR A PARTICULAR PURPOSE, OR GOOD OR WORKMANLIKE CONSTRUCTION, (VIII) THE NATURE, MANNER, CONSTRUCTION, CONDITION, STATE OF REPAIR OR LACK OF REPAIR OF ANY OF THE IMPROVEMENTS, ON THE SURFACE OR SUBSURFACE THEREOF WHETHER OR NOT OBVIOUS, VISIBLE OR APPARENT, (IX) THE NATURE OR QUALITY OF CONSTRUCTION, STRUCTURAL DESIGN OR ENGINEERING OF THE PROPERTY, (X) THE SOIL CONDITIONS, DRAINAGE, FLOODING CHARACTERISTICS, UTILITIES OR OTHER CONDITIONS EXISTING IN, ON OR UNDER THE PROPERTY, AND (XI) THE PRESENCE OR EXISTENCE OF MOLD OR OTHER ORGANISMS, LEAD BASED PAINT OR WATER PENETRATION IN OR ABOUT THE IMPROVEMENTS (HEREIN COLLECTIVELY CALLED THE “DISCLAIMED MATTERS”). BUYER AGREES THAT, EXCEPT FOR SELLER’S EXPRESS REPRESENTATIONS AND WARRANTIES SET FORTH IN PARAGRAPH 11(D) BELOW OR IN ANY CLOSING DOCUMENT, WITH RESPECT TO THE PROPERTY, BUYER HAS NOT RELIED UPON AND WILL NOT RELY UPON, EITHER DIRECTLY OR INDIRECTLY, ANY REPRESENTATION OR WARRANTY OF SELLER. BUYER WILL CONDUCT SUCH INSPECTIONS AND INVESTIGATIONS OF THE PROPERTY (INCLUDING, BUT NOT LIMITED TO, THE PHYSICAL AND ENVIRONMENTAL CONDITION THEREOF) AND RELY UPON SAME AND, UPON CLOSING, SHALL ASSUME THE RISK THAT ADVERSE MATTERS, INCLUDING, BUT NOT LIMITED TO, THE DISCLAIMED MATTERS, MAY NOT HAVE BEEN REVEALED BY BUYER’S INSPECTIONS AND INVESTIGATIONS. SUCH INSPECTIONS AND INVESTIGATIONS OF BUYER SHALL BE DEEMED TO INCLUDE AN ENVIRONMENTAL AUDIT OF THE PROPERTY, AN INSPECTION OF THE PHYSICAL COMPONENTS AND GENERAL CONDITION OF ALL PORTIONS OF THE PROPERTY, SUCH STATE OF FACTS AS AN ACCURATE SURVEY AND INSPECTION OF THE PROPERTY WOULD SHOW, PRESENT AND FUTURE ZONING AND LAND USE ORDINANCES, RESOLUTIONS AND REGULATIONS OF THE CITY, COUNTY AND STATE WHERE THE PROPERTY IS LOCATED AND THE VALUE AND MARKETABILITY OF THE PROPERTY. SELLER SHALL SELL AND CONVEY TO BUYER, AND BUYER SHALL ACCEPT, THE PROPERTY “AS IS”, “WHERE IS”, AND WITH ALL FAULTS, AND THERE ARE NO ORAL AGREEMENTS, WARRANTIES OR REPRESENTATIONS, COLLATERAL TO OR AFFECTING THE PROPERTY BY SELLER OR ANY THIRD PARTY. WITHOUT IN ANY WAY LIMITING ANY PROVISION OF THIS PARAGRAPH 11, BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT IT HEREBY WAIVES, RELEASES AND DISCHARGES ANY CLAIM IT HAS, MIGHT HAVE HAD OR MAY HAVE AGAINST SELLER WITH RESPECT TO: (i) THE DISCLAIMED MATTERS; (ii) THE CONDITION OF THE PROPERTY, EITHER PATENT OR LATENT; (iii) THE PAST, PRESENT OR FUTURE CONDITION OR COMPLIANCE OF THE PROPERTY WITH REGARD TO ANY ENVIRONMENTAL LAWS; AND (iv) ANY OTHER STATE OF FACTS THAT EXISTS WITH RESPECT TO THE PROPERTY. Notwithstanding the foregoing or anything to the contrary set forth in this Agreement, but subject to any express limitation of Seller’s liability set forth in this Agreement (including, without limitation, paragraphs 11(d), 12(b) and 14(b) and 19 hereof), Buyer does not release Seller from, and the provisions of this paragraph 11(a) and paragraph 11(b) below shall not extend to, (x) any damages, claims, liabilities or obligations arising out of or in connection with a breach of any covenant, representation or warranty of Seller expressly set forth in this Agreement or any Closing Document, (y) Seller’s fraud, or (z) any claims or actions Buyer may have against Seller that may arise from third party claims asserted against Buyer with respect to actions or occurrences arising prior to Closing to the extent such claims survive Closing. (b) Buyer, for itself and on behalf of each of the Related Parties, expressly waives the provisions of Section 1542 of the California Civil Code which provides: This release by Buyer shall constitute a complete defense to any claim, cause of action, defense, contract, liability, indebtedness or obligation released pursuant to this release. Nothing in this release shall be construed as (or shall be admissible in any legal action or proceeding as) an admission by Seller or any other released party that any defense, indebtedness, obligation, liability, claim or cause of action exists which is within the scope of those hereby released.

  • Seller’s Representations Seller represents and warrants to Buyer as follows:

  • Seller’s Deliveries At Closing, Seller shall execute and/or deliver to Purchaser the following items (referred to collectively herein as the “Seller’s Closing Items”): (a) a limited warranty deed conveying to Purchaser good and insurable fee simple title to the Property, free and clear of all liens, encumbrances, restrictions, and easements, except for the Permitted Title Exceptions (the “Deed”); (b) a quitclaim deed conveying the Property to Purchaser as described on the Survey, if required by Section 7.5 above; (c) the Project Agreements; (d) an owner’s affidavit in the form required by Title Company and such other documentation as may be required by Title Company to issue a standard 2006 ALTA Owner’s Policy with respect to the Property (hereinafter referred to as the “Title Policy”) free and clear of all liens, encumbrances, restrictions, and easements whatsoever except for the Permitted Title Exceptions and the “standard printed” survey exception; (e) such documents, certificates and affidavits reasonably requested by Purchaser Or Title Company to evidence Seller’s authority to enter into this Agreement, perform its obligations hereunder and consummate the sale and purchase transaction contemplated hereby; (f) a certificate and affidavit signed on behalf of Seller certifying that Seller is not a “foreign corporation”, “foreign partnership”, “foreign trust”, “foreign estate” or “foreign person” as defined in Section 1445 of the Internal Revenue Code of 1954, as amended; (g) a certificate in favor of Purchaser, its successors, assigns and lenders, certifying that all of the representations and warranties in Article 4 above are true and correct in all material respects as of the date of Closing; (h) a closing statement, itemizing and approving all receipts and disbursements made in connection with Closing; (i) a general assignment conveying to Purchaser, without representation or warranty and to the extent assignable, Seller’s rights with respect to any and all tangible and intangible rights, privileges and appurtenances pertaining to the Property, except for the Permitted Title Exceptions; and (j) any and all other documents or items reasonably necessary or appropriate to complete the Closing, including, but not limited to, any transfer tax forms, affidavits, or broker lien waivers required by applicable law, rule, regulation or otherwise required by the Title Company for the removal of any and all “standard exceptions” on Purchaser’s Title Policy. All of the Seller’s Closing Items shall be in a commercially reasonable form customarily utilized in the jurisdiction where the Property is located in transactions similar to the one contemplated hereby.

  • Buyer’s Representations Buyer represents and warrants to, and covenants with, Seller as follows:

  • REPRESENTATIONS AND WARRANTIES OF BUYER AND MERGER SUB Buyer and Merger Sub jointly and severally represent and warrant to the Company as follows:

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