As-Is Purchase Sample Clauses

As-Is Purchase. Section 34 of the Agreement is hereby deleted and replaced with the following: “AS-IS. BUYER IS PURCHASING THE PROPERTY “AS IS WHERE IS” IN ITS PRESENT CONDITION. ▇▇▇▇▇ HAS THE OPPORTUNITY TO INSPECT THE PROPERTY AND DOCUMENTATION IN SELLER’S POSSESSION AS PROVIDED HEREIN. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 33 AS AMENDED, (A) SELLER MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE PROPERTY; (B) BUYER TAKES THE PROPERTY “AS IS” AND WITH ALL FAULTS; (C) BUYER REPRESENTS AND WARRANTS TO SELLER THAT BUYER HAS SUFFICIENT EXPERIENCE AND EXPERTISE SUCH THAT IT IS REASONABLE FOR BUYER TO RELY ON ITS OWN PRE-CLOSING (D) SELLER HEREBY DISCLAIMS, AND BUYER HEREBY WAIVES, ANY AND ALL REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, REGARDING (i) THE CONDITION OF THE PROPERTY OR ANY PORTIONS THEREOF OR THE SUITABILITY OF THE PROPERTY FOR HABITATION OR FOR BUYER’S INTENDED USE; (ii) ANY APPLICABLE LAWS OR REGULATIONS INCLUDING WITHOUT LIMITATION ANY BUILDING, ZONING OR FIRE LAWS OR REGULATIONS OR WITH RESPECT TO COMPLIANCE THEREWITH OR WITH RESPECT TO THE EXISTENCE OF OR COMPLIANCE WITH ANY REQUIRED PERMITS, IF ANY, OF ANY GOVERNMENTAL AGENCY; (iii) THE AVAILABILITY OR EXISTENCE OF ANY WATER, SEWER OR UTILITIES, ANY RIGHTS THERETO, OR ANY WATER, SEWER OR UTILITY DISTRICTS; (iv) ACCESS TO ANY PUBLIC OR PRIVATE SANITARY SEWER OR DRAINAGE SYSTEM; (v) THE PRESENCE OF ANY HAZARDOUS SUBSTANCES AT, ON, OR UNDER THE PROPERTY OR IN ANY IMPROVEMENTS ON THE PROPERTY; OR

As-Is Purchase. Buyer acknowledges that it is purchasing the Property in reliance solely on: (i) Buyer's inspection of the Real Property, the Personal Property and the Improvements; (ii) Buyer's independent verification of the truth of any documents made available to Buyer; and (iii) the opinions and advice concerning the Property of consultants and attorneys engaged by Buyer. Buyer acknowledges that before the expiration of the Due Diligence Period, Buyer will have performed all of its due diligence investigations of and with respect to the Property as Buyer deems appropriate, including engineering studies, soils tests, environmental surveys and testing, physical inspections, TLTA or other surveys, and market analyses as well as Buyer's evaluation of the condition and status of the Personal Property and Improvements and the operation and future prospects of the Property. On the Close of Escrow, Buyer accepts the Property and all matters relating to the Property in their "as is" condition or status as of the Closing Date, including such matters as: soils and geological condition, topography, area and configuration of the Real Property; the age and condition of the Improvements and Personal Property; the existence of any hazardous or toxic substances or materials, construction defects or other matters which would or could necessitate abatement or remediation action by the Property's owner; any physical or mechanical defects in the Improvements or Personal Property; any easement, license or encroachment which is not a matter of public record, whether or not visible upon inspection of the Property; the zoning and other land use regulations applicable to the Property; and any other matter relating to the Property including, but not limited to, value, title, income, feasibility, cost, marketing and investment return. Buyer acknowledges and agrees that Seller is not making any express or implied warranties or representations of any kind or character with respect to the Property. Buyer warrants and represents that it has not relied upon and will not rely upon, either directly or indirectly, any warranty or representation of Seller not explicitly set forth in this Agreement.

As-Is Purchase. Developer acknowledges and agrees that it is acquiring the City Property AS IS, WHERE IS, and that the only representations or warranties made by City with respect to the City Property are those set forth in this Agreement and the Deeds by which the City Property will be conveyed. Developer acknowledges that it is accepting the City Property in its AS IS condition, and assumes the risks associated with the condition of the City Property.

As-Is Purchase. Except for the warranties, representations and indemnifications of Seller expressly set forth in this Agreement, Seller hereby specifically disclaims any warranty, guaranty or representation, oral or written, past, present or future, of, as to or concerning (i) the nature and condition of the Property, including, but not by way of limitation, the water, soil, geology, environmental conditions (including the presence or absence of any Hazardous Materials (defined in Section 18.13 below)), and the suitability thereof for any and all activities and uses which Buyer may elect to conduct thereon; (ii) the nature and extent of any right-of-way, possessory interest, lien, encumbrance, restrictions, reservation, covenant or condition affecting the Property; and (iii) the compliance of the Property or its operation with any laws, ordinances or regulations of any government or quasi-governmental body or private associate having jurisdiction over the Property. The sale of the Property as provided for herein is made on an "AS IS" basis, and Buyer expressly acknowledges that, in consideration of the agreements of Seller herein, and except for the warranties and representations of Seller expressly set forth herein, SELLER MAKES NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, OR ARISING BY OPERATION OF LAW, INCLUDING, BUT IN NO WAY LIMITED TO, ANY WARRANTY OF CONDITION, HABITABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTY.

As-Is Purchase. PURCHASER HEREBY ACKNOWLEDGES, REPRESENTS, WARRANTS, COVENANTS AND AGREES THAT AS A MATERIAL INDUCEMENT TO SELLER TO EXECUTE AND ACCEPT THIS AGREEMENT AND IN CONSIDERATION OF THE PERFORMANCE BY SELLER OF ITS DUTIES AND OBLIGATIONS UNDER THIS AGREEMENT, THE SALE OF THE PROPERTY HEREUNDER IS AND WILL BE MADE ON AN “AS IS, WHERE IS, AND WITH ALL FAULTS” BASIS, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS ARTICLE 3, AND THAT EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS ARTICLE 3, SELLER HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY NEGATES AND DISCLAIMS ANY REPRESENTATIONS, WARRANTIES OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT, FUTURE OR OTHERWISE, OF, AS TO, CONCERNING OR WITH RESPECT TO THE PROPERTY, INCLUDING WITHOUT LIMITATION:

As-Is Purchase. 1. US2 acknowledges and agrees that as of April 1, 2017 all inspection and diligence periods with respect to the D-2 Block (except for the parcels which are still occupied as of the Effective Date, for which US2 shall have sixty (60) days after such parcel is vacated to complete its environmental diligence), under the MDDA and otherwise, shall have expired or have been waived, and the D-2 Block is being sold in an “AS IS, WHERE IS” condition and “WITH ALL FAULTS” as of the D-2 Block Closing Date. Except as expressly set forth in this Master LDA, no representations or warranties have been made or are made and no responsibility has been or is assumed by the SRA or the City or by any partner, officer, person, firm, agent, attorney or representative acting or purporting to act on behalf of the SRA or the City as to (i) the condition or state of repair of the ▇-▇ ▇▇▇▇▇; (ii) the compliance or non-compliance of the D-2 Block with any applicable Laws (including, without limitation, any applicable zoning, building or development codes); (iii) the value, expense of operation, or income potential of the ▇-▇ ▇▇▇▇▇; (iv) any other fact or condition which has or might affect the D-2 Block, or the condition, state of repair, compliance, value, expense of operation or income potential of the D-2 Block or any portion thereof; (v) whether the D-2 Block contains asbestos, mold, fungus or harmful or toxic substances or pertaining to the extent, location or nature of same; or (vi) any other matter related in any way to the D-2 Block.

As-Is Purchase. Developer acknowledges and agrees that it is acquiring the ROW Parcel AS IS, WHERE IS, and that the only representations or warranties made by the City with respect to the ROW Parcel are those set forth in this Agreement and the Deed by which the City will convey the ROW Parcel to Developer. Developer acknowledges that it is accepting the ROW Parcel in its AS IS condition, and assumes the risks associated with the condition thereof.

As-Is Purchase. Except as expressly set forth in this Agreement (including, without limitation, Articles III, IV, VIII, and X), ▇▇▇▇▇ acknowledges and agrees that Buyer is acquiring the Purchased Assets in its “AS IS” condition, WITH ALL FAULTS, AND WITHOUT ANY WARRANTY, EXPRESS, IMPLIED OR STATUTORY, all of which are

As-Is Purchase. Buyer is thoroughly familiar with the Property, having sold it to Seller pursuant to the Acquisition Agreement. Therefore, except as expressly contained in this Agreement, Buyer agrees to accept the condition of the Property, including specifically without limitation, the environmental and geological condition of the Property, in an "AS-IS" and with "ALL FAULTS" condition. Buyer's acceptance of title to a Lot represents Buyer's acknowledgment and agreement that, except as expressly contained in this Agreement (i) Seller has not made any written or oral representation or warranty of any kind with respect to the Property (including without limitation express or implied warranties of title, merchantability, or fitness for a particular purpose); (ii) Buyer has not relied on any written or oral representation or warranty made by Seller, its agents or employees with respect to the condition or value of the Property;