As-Is Sale. (a) BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT SELLER IS SELLING AND BUYER IS PURCHASING THE PROPERTY ON AN “AS IS WITH ALL FAULTS” BASIS AND THAT, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND THE CLOSING DOCUMENTS DELIVERED BY SELLER TO BUYER AT CLOSING, BUYER IS NOT RELYING ON ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, FROM SELLER, ITS AGENTS, OR BROKERS AS TO ANY MATTERS CONCERNING THE PROPERTY, INCLUDING WITHOUT LIMITATION: (I) THE QUALITY, NATURE, ADEQUACY AND PHYSICAL CONDITION OF THE PROPERTY, INCLUDING, BUT NOT LIMITED TO THE STRUCTURAL ELEMENTS, FOUNDATION, ROOF, APPURTENANCES, ACCESS, LANDSCAPING, PARKING FACILITIES AND THE ELECTRICAL, MECHANICAL, HVAC, PLUMBING, SEWAGE, AND UTILITY SYSTEMS, FACILITIES AND APPLIANCES, (II) THE QUALITY, NATURE, ADEQUACY, AND PHYSICAL CONDITION OF SOILS, GEOLOGY AND ANY GROUNDWATER, (III) THE EXISTENCE, QUALITY, NATURE, ADEQUACY AND PHYSICAL CONDITION OF UTILITIES SERVING THE PROPERTY, (IV) THE DEVELOPMENT POTENTIAL OF THE PROPERTY, AND THE PROPERTY’ USE, HABITABILITY, MERCHANTABILITY, OR FITNESS, SUITABILITY, VALUE OR ADEQUACY OF THE PROPERTY FOR ANY PARTICULAR PURPOSE, (V) THE ZONING OR OTHER LEGAL STATUS OF THE PROPERTY OR ANY OTHER PUBLIC OR PRIVATE RESTRICTIONS ON USE OF THE PROPERTY, (VI) THE COMPLIANCE OF THE PROPERTY OR ITS OPERATION WITH ANY APPLICABLE CODES, LAWS, REGULATIONS, STATUTES, ORDINANCES, COVENANTS, CONDITIONS AND RESTRICTIONS OF ANY GOVERNMENTAL OR QUASI-GOVERNMENTAL ENTITY OR OF ANY OTHER PERSON OR ENTITY, (VII) THE PRESENCE OR ABSENCE OF HAZARDOUS MATERIALS (AS DEFINED IN ANY ENVIRONMENTAL STATUTE) ON, UNDER OR ABOUT THE PROPERTY OR THE ADJOINING OR NEIGHBORING PROPERTY, (VIII) THE QUALITY OF ANY LABOR AND MATERIALS USED IN ANY IMPROVEMENTS ON THE PROPERTY, (IX) THE CONDITION OF TITLE TO THE PROPERTY, (X) THE LEASES (INCLUDING ALL SERVICE CONTRACTS) AND ANY OTHER AGREEMENTS AFFECTING THE PROPERTY AND (XI) THE ECONOMICS OF ANY PAST OR FUTURE OPERATIONS OF THE PROPERTY.
As-Is Sale. Buyer acknowledges that it is a sophisticated buyer with experience in owning and operating real property. Xxxxx realizes the special nature of this transaction, understands and freely assumes all risks involved in connection with this transaction and acknowledges that the risks are reflected in the Purchase Price and the terms upon which Xxxxx is willing to purchase and Xxxxxx is willing to sell the Property. Xxxxx acknowledges that it has had an opportunity to make an independent investigation and examination of the Property and to become fully familiar with the physical condition of the Property, and has not relied on any information or materials delivered or caused to be delivered by Seller in connection therewith. It is further agreed that this Agreement shall supersede any and all marketing materials and other materials supplied or made available prior to or in connection with the Auction (the “Property Data”). Seller makes no warranty or representation with respect to the Property Data, and Seller, for and on behalf of each Seller-Related party (as hereinafter defined) hereby expressly disclaims any representation or warranty whatsoever, expressed or implied, as to the content, accuracy or completeness of the Property Data. Any Auction Announcement (as hereinafter defined) that was made at Auction supersedes the Property Data. As used herein, (a) the term “Auction Announcement” means any announcement made during the Auction by the Seller or the auctioneer conducting the sale of the Property, whether orally or in writing, and (b) the term “Seller-Related Parties” means, individually and collectively, Seller and its officers, directors, shareholder, employees, attorneys, agents and representatives. Buyer, by its execution hereof, acknowledges that the Property is sold “as-is where-is” and that Seller has not made, does not make and specifically negates and disclaims any representations, warranties, promises, covenants, agreements or guaranties of any kind or character whatsoever, whether express or implied, oral or written, past, present or future, as to, concerning or with respect to (a) the value, nature, quality or condition of the Property, including, without limitation, the water, soil and geology; (b) the existence of any environmental contamination, hazards or conditions thereon (including, but not limited to, the presence of asbestos or asbestos-containing materials, lead based paint, underground storage tanks, pesticide residues, landfills, o...
As-Is Sale. Buyer acknowledges that it is a sophisticated buyer with experience in owning and operating real property. Buyer realizes the special nature of this transaction, understands and freely assumes all risks involved in connection with this transaction and acknowledges that the risks are reflected in the Purchase price and the terms upon which Buyer is willing to purchase and Seller is willing to sell the Property. Buyer acknowledges that it has had an opportunity to make an independent investigation and examination of the Property and to become fully familiar with the physical condition of the Property, and has not relied on any information or materials delivered or caused to be delivered by Seller in connection therewith. It is further agreed that this Agreement shall supersede any and all marketing materials and other materials supplied or made available prior to or in
As-Is Sale. Buyer has carefully inspected the property. Buyer agrees to purchase the property in its present condition only, without representations, warranties or guaranties of any kind by Seller or any real estate licensee concerning the condition or value of the property. Buyer understands it has been suggested that any and all inspections be performed prior to offering to purchase this subject property. Buyer understands and agrees that neither the Seller nor real estate licensees involved are experts at detecting or advising on conditions existing or repairs needed at the property. Buyer also understands that all agents associated with BigIron Realty are working for the seller.
As-Is Sale. Buyer acknowledges and agrees as follows:
As-Is Sale. Buyer has carefully inspected the property. Subject to any inspections permitted by the terms hereof, and cancellation of this agreement as allowed herein, Buyer agrees to purchase the property in its present condition only, without representations, warranties or guaranties of any kind by Seller or any real estate licensee concerning the condition or value of the property. Buyer understands it has been suggested that inspections be performed, that it is important for Buyer to independently investigate conditions at the property and that neither the Seller nor real estate licensees involved are experts at detecting or advising on conditions existing or repairs needed at the property. Any express warranty or representation by Seller or the real estate licensees is specifically set out herein.
As-Is Sale. Buyer acknowledges that it is a sophisticated buyer with experience in owning and operating real property. Xxxxx realizes the special nature of this transaction, understands and freely assumes all risks involved in connection with this transaction and acknowledges that the risks are reflected in the Purchase price and the terms upon which Xxxxx is willing to purchase and Seller is willing to sell the Property. Xxxxx acknowledges that it has had an opportunity to make an independent investigation and examination of the Property and to become fully familiar with the physical condition of the Property, and has not relied on any information or materials delivered or caused to be delivered by Seller in connection therewith. It is further agreed that this Agreement shall supersede any and all marketing materials and other materials supplied or made available prior to or in connection with the Auction (the “Property Data”). Seller makes no warranty or representation with respect to the Property Data, and Seller, for and on behalf of each Seller-Related party (as hereinafter defined) hereby expressly disclaims any
As-Is Sale. Nothing in any of the documents or instruments to be delivered by PacTel at the Closing shall be deemed to expand or alter in any manner the representations and warranties set forth in this Agreement. Except as expressly set forth in this Agreement and in all certificates, documents and instruments delivered pursuant to or in connection with this Agreement, no representations, warranties or certifications regarding the subject matter of this Agreement have been made or are made, and no responsibility regarding the subject matter of this Agreement has been or is assumed, by PacTel or by any trustee, officer, employee, beneficiary or representative as to any fact or condition which has or might affect the PacTel Interest or any portion thereof. Without limiting the foregoing, TRG acknowledges that (i) it has served as managing partner of the Partnership and has had full access to the books, records, reports and property of the Partnership, (ii) TRG is relying upon its own knowledge, inspection and investigation of the Partnership and the physical, environmental, economic, legal and other condition or status of the property owned by the Partnership, (iii) TRG has not received from PacTel any accounting, tax, legal, architectural, engineering, environmental, property management or other advice with respect to the purchase of the PacTel Interest and has relied instead solely upon the advice of its own accounting, tax, legal, architectural, engineering, environmental, property management or other advisors, and (iv) except for the representations and warranties expressly made herein by PacTel, TRG is purchasing the PacTel Interest in its "AS IS" condition and WITH ALL FAULTS on the Closing Date and assumes the risk that adverse physical, environmental, economic, legal or other conditions may not be known to TRG or may not have been revealed by its inspection or investigation. The parties hereto agree that all undertakings and agreements heretofore made between them or their respective agents or representatives with respect to the subject matter hereof are merged in this Agreement and the Exhibits and Schedules attached hereto and in all certificates, documents and instruments to be delivered pursuant to Section 3.2 hereof, which alone fully and completely express their agreement, and that this Agreement has been entered into after full investigation, or with the parties satisfied with the opportunity afforded for investigation of, the PacTel Interest and no party...
As-Is Sale. The Buyer shall accept the Property “AS-IS”, “WHERE-IS”, and “WITH ALL FAULTS” as of the closing date and the Buyer specifically agrees that neither the Seller nor the Auctioneer make any representations or warranties of any kind whatsoever, expressed or implied, to the Buyer as to the value, condition or fitness of the Property, environmental or otherwise, or any part thereof or improvements thereon. All descriptions, measurements and acreage provided by the Seller and the Auctioneer are to be used as a guide only. The Buyer acknowledges and agrees that it is the Buyer’s sole responsibility to make such legal, factual and other inquiries, inspections and investigations as the Buyer considers necessary prior to bidding on the Property, and Buyer hereby warrants and represents that he shall have satisfied himself as to the location and condition of the Property, and all descriptions with respect thereto, prior to bidding, and that he has had the opportunity to do so. In certain circumstances the Seller will complete and provide a Property Condition Disclosure Statement. If a Property Condition Disclosure Statement is available, the Bidder may view such information.
As-Is Sale. BUYER acknowledges that, except as expressly contained in this Agreement, neither AGENCY nor anyone acting for or on behalf of the AGENCY has made any representation, warranty or promise to BUYER concerning the physical aspects or condition of the Property; the feasibility or desirability of the Property for any particular use; the conditions of soils, sub-soils, groundwater and surface waters; or the presence or absence of any other physical aspect of the Property; and that in entering into the Agreement, BUYER has not relied on any representation, statement or warranty of AGENCY or anyone acting for or on behalf of AGENCY, other than as may be expressly contained in this Agreement, and that all matters concerning the Property shall be independently verified by BUYER and that BUYER shall purchase the Property on BUYER's own examination thereof; and that if BUYER elects to acquire the Property, is purchasing the Property in its “as is” condition and its “as is” state of repair as of the Close of Escrow.
