Property Sold definition

Property Sold. As Is" Without Warranty. Buyer agrees and acknowledges that Buyer is purchasing the Property "AS IS," in its existing condition and subject to its present defects, in reliance on Buyer's own investigation and that no representations or warranties of any kind whatsoever, written or oral, express or implied, have been made by Seller or the Protected Group, including without limitation representations relating to zoning, site and physical conditions, toxic and hazardous materials or waste, soils content, or any matter affecting the ability of the Buyer to use the Property or the suitability of the Property to Buyer's purposes. Buyer further acknowledges and agrees that as of the Closing Date, Buyer shall have investigated, inspected, and made itself aware of all zoning regulations, other governmental requirements, site and physical conditions, the existence or nonexistence of toxic or hazardous materials or waste, soil conditions, and other matters affecting the use and condition of the Property. Additionally and specifically, Seller makes no representation whatsoever, express or implied: (a) that the Property is in good or any other condition, (b) that the buildings and other Improvements, if any, were built or are currently in compliance with plans and/or specifications, (c) that the buildings and other Improvements, if any, were built in accordance with either good or acceptable construction and/or engineering practices, (d) that the buildings and other Improvements, if any, were built or are currently in compliance with applicable zoning or building code requirements including, but not limited to applicable safety codes or laws and the Americans with Disabilities Act or any State or local law concerning disabled persons, (e) that the Property is free of major or minor, latent or patent defects, (f) that the Property has no hazards, (g) that the Property complies with Federal, State or local laws or any other standards regarding toxic, hazardous or unhealthful materials, (h) that the Property complies with Federal, State and local environmental laws, (i) as to the existence of soil instability, past soil repairs, soil additions or conditions of soil fill, or susceptibility to landslides, and (j) as to any other matter affecting the stability or integrity of the land or any buildings or improvements situated on or part of the Property. Without limiting the generality of the foregoing, Buyer agrees to purchase the Property subject to any and all notices of v...

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Property Sold. As Is". Except as otherwise provided herein, Buyer is purchasing the Property "as is, where is, with all faults".

Examples of Property Sold in a sentence

• When executed and delivered to Buyer at Closing, each instrument of conveyance, assignment, consent, or transfer will constitute the legal, valid, and binding obligation of the parties thereto, and such instruments will be effective to vest in Buyer, and as of Closing Buyer will thereby receive and become the sole, vested owner of all right, title, and interest in and to the Property Sold, subject only to any then existing Permitted Liens.

• Seller shall have assigned, set over, and transferred to Buyer all of its right, title, and interest in each Assumed Contract identified on Exhibit 1.01.3 in a form reasonably satisfactory to Buyer's counsel and at Closing shall have delivered to Buyer peaceful possession of the Property Sold.

• Except as disclosed on Exhibit 4.011, each tangible item of the Property Sold is in good and proper operating condition and repair and to Seller's knowledge free of defects (ordinary wear-and-tear excepted).

• Subject to each Lien (hereinafter defined) then existing as to any part of the Property Sold, at Closing Buyer shall duly execute and deliver to Seller a security agreement in the form of Exhibit 2.03.1 ("Security Agreement"), securing payment of the Note as and to the extent therein provided.

• Buyer will pay all title and transfer charges for transferring title to Seller's vehicles and all sales or use taxes arising out of or becoming due and payable because of Closing or the purchase and sale of the Property Sold as contemplated hereby.

• Except for title and transfer charges for transferring title to Seller's vehicles, Seller has paid or shall pay any and all taxes (excluding all sales or use taxes) arising out of or becoming due or payable because of Closing or the purchase and sale of the Property Sold as contemplated hereby and all taxes and assessments levied against Seller, or the Property Sold with reference to or arising out of events occurring prior to Closing.

• After Closing, on Buyer's reasonable request and at Buyer's expense, at any time or from time to time, Seller shall take or cause to be taken all such further actions and shall execute, acknowledge, and deliver all such instruments as reasonably may be required to memorialize or effectuate the transactions occurring at Closing in order to ensure that Buyer receives and realizes all of Seller's rights in the Property Sold as of Closing.

• The Buyer waives any allegation of defect or flaw in connection with the Property Sold.

• Until Closing, operation and use of the Property Sold, and any income or expenses attributable thereto, shall be for Seller's account.

• To Seller's knowledge, Seller has not violated and has duly complied with all applicable laws, rules, and regulations relating to the ownership and use of its properties and the conduct of its business and knows of no law, rule, or regulation that will require a material, adverse change in the use and enjoyment of the Property Sold or that will cause Buyer to incur any material liability after Closing.