Seller’s Disclaimers Clause Samples
The Seller’s Disclaimers clause serves to limit the seller’s liability by specifying that the seller does not make certain warranties or representations about the goods or services being sold. Typically, this clause clarifies that the seller is not responsible for issues such as the fitness, quality, or performance of the product beyond what is expressly stated in the agreement. By including this disclaimer, the seller protects themselves from future claims or disputes regarding implied promises, thereby allocating risk and ensuring that the buyer understands the limitations of the seller’s obligations.
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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...
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...
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. ▇▇▇▇▇ 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.
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.
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...
Seller’s Disclaimers
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.
Seller’s Disclaimers. ▇▇▇▇▇▇ 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:
Seller’s Disclaimers. Seller warrants that Seller has not received notification from any lawful or other authority regarding any assessments; pending assessments; or pending public improvements, repairs, replacements, or alterations to the Property that have not been satisfactorily made. Seller warrants that there is no unpaid indebtedness on the Property except as described in this Agreement. These warranties shall survive the delivery of the deed. Except as expressly stated in this Agreement, Property is sold in AS IS condition without any warranties expressed or implied. Neither the Seller nor real estate licensee agent make any representations or warranties regarding the Property’s condition except to the extent expressly set forth in this Agreement. Buyer has the obligation to determine, whether personally or through or with a representative of Buyer’s choosing, any and all conditions of the Property material to Buyer’s decision to buy the Property, including without limitation, the condition of the heating, cooling, plumbing, electrical and gas systems, and any built-in appliances; structural conditions; flood zone; size and square footage of any structures; boundary lines, area, and location of real property; and utility and sewer or septic tank availability and condition.