Property Conveyed definition
Property Conveyed. “As-Is”. IN THE EVENT PURCHASER PROCEEDS TO CLOSE THE TRANSACTION CONTEMPLATED HEREBY, PURCHASER SHALL BE DEEMED TO BE SATISFIED WITH AND/OR TO HAVE WAIVED THE RESULTS OF ITS DUE DILIGENCE AND TO HAVE ACCEPTED THE PROPERTY, AND EACH AND EVERY PORTION THEREOF, “AS-IS,” “WHERE IS,” AND “WITH ALL FAULTS,” INCLUDING, WITHOUT LIMITATION, LATENT DEFECTS AND OTHER MATTERS NOT DETECTED IN PURCHASER’S INSPECTIONS, WITHOUT RECOURSE TO, AND WITHOUT REPRESENTATION OR WARRANTY BY, SELLERS (EXCEPT AS EXPRESSLY SET FORTH IN SECTION 3.1 HEREIN AND IN THE SELLERS CLOSING DOCUMENTS), EXPRESS OR IMPLIED, WHETHER STATUTORY OR OTHERWISE, AND WITHOUT ANY WARRANTIES OF TRANSFER, QUALITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE, INCLUDING, WITHOUT LIMITATION, PURCHASER’S INTENDED USES OR PURPOSES. SPECIFICALLY, PURCHASER AGREES THAT SELLERS WILL NOT BE RESPONSIBLE OR LIABLE TO PURCHASER FOR ANY CONSTRUCTION DEFECTS, ERRORS, OMISSIONS, OR ON ACCOUNT OF ANY OTHER CONDITIONS AFFECTING THE PROPERTY. PURCHASER, OR ANYONE CLAIMING BY, THROUGH OR UNDER PURCHASER, HEREBY FULLY RELEASES SELLER, ITS EMPLOYEES, OFFICERS, MANAGERS, PARTNERS, REPRESENTATIVES, ATTORNEYS, AND AGENTS FROM ANY CLAIM, COST, LOSS, LIABILITY, DAMAGE, EXPENSE, DEMAND, ACTION OR CAUSE OF ACTION ARISING FROM OR RELATED TO ANY CONSTRUCTION DEFECTS, ERRORS, OMISSIONS, OR OTHER CONDITIONS AFFECTING THE PROPERTY. THIS COVENANT RELEASING SELLERS SHALL BE BINDING UPON PURCHASER, ITS SUCCESSORS AND ASSIGNS. THIS WAIVER AND RELEASE OF CLAIMS SHALL SURVIVE THE CLOSING.
Property Conveyed. “As-Is.” In the event Purchaser does not terminate this Agreement as provided by the terms hereof and proceeds to close the transactions contemplated hereby, Purchaser shall be deemed to be satisfied with and/or to have waived the results of its due diligence and to have accepted the Property, and each and every portion thereof, “AS-IS,” “WHERE IS,” and “WITH ALL FAULTS,” including, without limitation, latent defects and other matters not detected in Purchaser’s Inspections, without recourse to, and without representation or warranty by Seller (except as expressly set forth in this Agreement), express or implied, whether statutory or otherwise, and without any warranties of transfer, quality, merchantability or fitness for a particular use or purpose, including, without limitation, Purchaser’s intended uses or purposes. The Property, including, without limitation, the Leases (and all temporary occupancy agreements affecting the Property) and Contracts shall be conveyed to Purchaser subject to all easements, covenants, restrictions, title and survey exceptions and any other matters affecting the Property as of the Closing Date.
Property Conveyed. As-Is, Where-Is". Purchaser understands and agrees (i) that neither Seller nor its agents and employees have made any representation, warranty or guaranty, express or implied, oral or written, regarding (a) compliance of the Property with any applicable law, regulation or ordinance, including, but not limited to, any land use, zoning or subdivision ordinances, any environmental laws or any health, safety and building codes, or (b) any other matter regarding the condition of the Property or title to the Property, (ii) that Seller is not obligated to alter, repair or improve the Property, in any manner, and (iii) THE PROPERTY WILL BE CONVEYED BY SELLER IN ITS "AS-IS, WHERE-IS, WITH ALL FAULTS" CONDITION, WITH ALL PRESENT AND FUTURE FAULTS OR DEFECTS, AND WITHOUT ANY REPRESENTATION OR WARRANTIES OF ANY KIND FROM SELLER, INCLUDING, WITHOUT LIMITATION, ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS OR HABITABILITY.
Examples of Property Conveyed in a sentence
The Borrower had at all relevant times and now has, power, authority and legal right to acquire and own the Conveyed Property, Conveyed Securities and the Other Conveyed Property, and to grant to the Administrative Agent a security interest in the Collateral and to enter into and perform its obligations under this Agreement.
Release and Disclaimer Exhibit 2.2 Form of IP Owners and Shareholders Release and Termination Exhibit 2.3 Employment and Contractural Releases Exhibit 2.4 Form of IP Owners Indemnification Agreement Exhibit 2.5 Form of Officer’s Letter of Resignation and Appointment Exhibit 2.6 Form of Guppy Indemnification Agreement Exhibit 3.4(b) Form of Press Release Exhibit 6.2(c) Form of Certificate of Secretary of Guppy Annex A ORIGINAL IP OWNERS Name of Owner: Property Conveyed ▇▇▇▇▇ ▇.
The Purchase Price shall be allocated for tax purposes as follows: Asset Purchased Fair Market Value All Property Conveyed $ 68,500.00 Buyer and Seller each acknowledge that the amount of Purchase Price allocated to the Assets represents the fair market value of the properties.
More Definitions of Property Conveyed
Property Conveyed. “As Is”. Other than as expressly set forth in Section 6.1 or elsewhere in this Agreement, Seller specifically disclaims any warranty, guaranty or representation of any kind or character, express or implied, with respect to the Property, including, but not limited to, warranties or representations as to matters of title, zoning, tax consequences, physical or environmental conditions, availability of access, ingress or egress, operating history or projections, valuation, governmental approvals, governmental regulations or any other matter or thing relating to or affecting the Property. Purchaser acknowledges it is a knowledgeable purchaser of real estate and that, except for Seller’s representations set forth in Section 6.1 and elsewhere in this Agreement, it is purchasing the Property solely in reliance on its own expertise and investigations and those of Purchaser’s agents and that, Purchaser has had a full and complete opportunity to conduct such investigations, examinations, inspections and analysis of the Property as Purchaser, in its sole and absolute discretion, may determine, and will rely upon same. In consideration of the agreements of Seller herein, Purchaser expressly acknowledges that, other than as expressly set forth in this Agreement, Seller makes no representations or warranties, express or implied, or arising by operation of law, including, but not limited to, any warranty of value, condition, habitability, merchantability, marketability, profitability, suitability or fitness for a particular purpose or use of the Property. In consideration of the agreements of Seller in this Agreement, Purchaser (i) acknowledges that, other than as set forth in this Agreement or in any other documents delivered pursuant to Section 8.2, it has not relied upon, either directly or indirectly, any representation or warranty of or any statements, information or other material provided by Seller or any agent of Seller, (ii) assumes the risk that adverse matters, including, but not limited to, adverse physical, financial and environmental conditions, may not have been revealed by Purchaser’s inspections and investigations, (iii) acknowledges that, other than as set forth in this Agreement, Seller is conveying to Purchaser and Purchaser is accepting the Property “AS IS, WHERE IS, WITH ALL FAULTS”, (iv) acknowledges and agrees that there are no oral agreements, warranties, or representations, collateral to or affecting the Property by Seller, any agent of Seller or...
Property Conveyed. As Is". Except as expressly set forth in this Agreement the Property is being sold and conveyed to Buyer "as is" and "with all faults". Except as expressly stated in this Agreement, Seller has not made, does not make, and hereby disclaims any and all express or implied representations and warranties regarding or relating to: the condition of the Shopping Center, the Improvements or the Personal Property; their suitability for any particular purpose; the susceptibility to flooding of the Real Property; the value of the Shopping Center; the layout or leasable square footage of the Improvements; the projected income or expenses of the Shopping Center for periods after the Closing Date; use and occupancy restrictions applicable to the Shopping Center; the current manner of operation of the Shopping Center; and all matters affecting or relating to the Shopping Center. Buyer acknowledges that, except as expressly set forth in this Article 4, and as may be set forth in the closing documents, no such representations or warranties, express or implied, have been made by Seller, or by any other person representing or purporting to represent Seller. In agreeing to purchase the Shopping Center "as is" and without representation or warranty, express or implied, except as expressly set forth in this Agreement, Buyer acknowledges and represents that it has factored the "as is" condition of the Shopping Center into the price it has hereby agreed to pay for the Property, subject however to its findings during the Inspection Period, and any conclusions it may make as a consequence thereof.