As-Is Transaction. Except for Seller’s representations and warranties expressly provided herein, and any representations and warranties contained in any other document or instrument executed and delivered by Seller at the Closing (“Seller’s Warranties”), the sale of the Property to Buyer will be made without representation, covenant or warranty of any kind (whether express or implied, or, to the maximum extent permitted by applicable law, statutory) by Seller or any of Seller’s Affiliates. As a material part of the consideration for this Agreement, Buyer acknowledges and agrees that it will accept the Property on an “as is” and “where is” basis, with all faults, and without any representation or warranty, all of which Seller hereby disclaims, except for Seller’s Warranties. Except for Seller’s Warranties, no warranty or representation is made by Seller as to fitness for any particular purpose, merchantability, design, quality, condition, operation or income, compliance with drawings or specifications, absence of defects, absence of hazardous or toxic substances, absence of faults, flooding, or compliance with laws and regulations including, without limitation, those relating to health, safety, and the environment. The provisions of this Section 2.3 shall survive indefinitely the Closing or termination of this Agreement and shall not be merged into the Closing documents.
As-Is Transaction. TO INDUCE SELLER TO ENTER INTO THIS AGREEMENT, PURCHASER ACKNOWLEDGES AND AGREES THAT, EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, AND EXCEPT FOR SELLER'S WARRANTY OF TITLE IN SELLER'S SPECIAL WARRANTY DEED, THE PROPERTY SHALL BE CONVEYED AND TRANSFERRED TO PURCHASER "AS IS, WHERE IS, AND WITH ANY AND ALL FAULTS AND PATENT AND LATENT DEFECTS," AND SELLER HAS NOT MADE, DOES NOT MAKE, AND SPECIFICALLY DISCLAIMS ANY REPRESENTATION, PROMISE, COVENANT, AGREEMENT, GUARANTY OR WARRANTY OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, OR ARISING BY OPERATION OF LAW, AS TO THE MERCHANTABILITY, QUANTITY, QUALITY, CONDITION, SUITABILITY, HABITABILITY, OR FITNESS OF THE PROPERTY FOR ANY PURPOSE WHATSOEVER, INCLUDING WITHOUT LIMITATION, ANY REPRESENTATION REGARDING SOIL CONDITIONS, AVAILABILITY OF UTILITIES, DRAINAGE, ZONING LAWS, ENVIRONMENTAL LAWS, OR ANY OTHER FEDERAL, STATE OR LOCAL STATUTES, CODES, REGULATIONS OR ORDINANCES. PURCHASER ALSO ACKNOWLEDGES AND AGREES THAT THE PROVISIONS IN THIS AGREEMENT FOR PURCHASER'S INSPECTION AND INVESTIGATION OF THE PROPERTY ARE ADEQUATE TO ENABLE PURCHASER TO MAKE PURCHASER'S OWN DETERMINATION WITH RESPECT TO THE SUITABILITY OR FITNESS OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, WITH RESPECT TO SOIL CONDITIONS, AVAILABILITY OF UTILITIES, DRAINAGE, ZONING LAWS, ENVIRONMENTAL LAWS, AND ANY OTHER FEDERAL, STATE OR LOCAL STATUTES, CODES REGULATIONS OR ORDINANCES. PURCHASER ACKNOWLEDGES THAT THE DISCLAIMERS, AGREEMENTS AND OTHER STATEMENTS SET FORTH IN THIS PARAGRAPH ARE AN INTEGRAL PORTION OF THIS AGREEMENT AND THAT SELLER WOULD NOT AGREE TO SELL THE PROPERTY TO PURCHASER FOR THE PURCHASE PRICE WITHOUT THE DISCLAIMERS, AGREEMENTS AND OTHER STATEMENTS SET FORTH IN THIS PARAGRAPH. PURCHASER FURTHER ACKNOWLEDGES THAT PURCHASER IS NOT IN A DISPARATE BARGAINING POSITION WITH RESPECT TO SELLER. THE PROVISIONS CONTAINED IN THIS PARAGRAPH SHALL SURVIVE THE CLOSING HEREUNDER AND THE DELIVERY FROM SELLER TO PURCHASER OF THE SPECIAL WARRANTY DEED.
As-Is Transaction. Except as expressly provided in this Agreement, Seller is not making and has not at any time made any warranties or representations of any kind or character, express or implied, with respect to the Property, including, but not limited to, any warranties or representations as to habitability, merchantability, fitness for a particular purpose, title (other than Seller’s limited warranty of title to be set forth in the deed), zoning, tax consequences, physical or environmental condition, operating history or projections, valuation, governmental approvals, governmental regulations, the truth, accuracy or completeness of the items or any other information provided by or on behalf of Seller to Buyer or any other matter or thing regarding the Property. Upon Closing, Seller shall sell and convey to Buyer, and Buyer shall accept the Property “as is, where is, with all faults.” Buyer has not relied upon and will not rely upon either directly or indirectly, any representation or warranty of Seller with respect to the Property except as expressly provided in this Agreement. Buyer will conduct such investigations of the Property, including but not limited to, the physical and environmental conditions thereof, as Buyer deems necessary to satisfy itself as to the condition of the Property and will rely solely upon same and not upon any information provided by or on behalf of Seller. Upon Closing, Buyer shall assume the risk that adverse matters, including but not limited to, construction defects and adverse physical and environmental conditions, may not have been revealed by Buyer’s investigations or any information supplied by or on behalf of Seller pursuant to this Agreement. Buyer, upon Closing, hereby waives, relinquishes and releases Seller from and against any and all claims, demands, causes of action, losses, damages, liabilities, costs and expenses (including attorneys’ fees and court costs) of any kind and every kind or character, known or unknown, which Buyer might have asserted or alleged against Seller at any time by reason of or arising out of any construction defects, physical and environmental conditions and any and all other matters regarding the Property except as otherwise specifically provided in this Agreement.
As-Is Transaction. BUYER HEREBY ACKNOWLEDGES AND AGREES THAT EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS AGREEMENT, (A) THE PURCHASED ASSETS AND ASSUMED LIABILITIES ARE BEING SOLD ON AN "AS IS", "WHERE IS" BASIS WITH RESPECT TO SELLER AND
As-Is Transaction. BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT SELLER IS SELLING AND BUYER IS PURCHASING THE PROPERTY ON AN “AS IS WITH ALL FAULTS” BASIS, SUBJECT TO THE REPRESENTATIONS, WARRANTIES AND COVENANTS SET FORTH HEREIN AND IN THE TRANSACTION DOCUMENTS. EXCEPT AS SET FORTH HEREIN OR IN ANY TRANSACTION DOCUMENT EXECUTED AND DELIVERED BY SELLER AT CLOSING, BUYER IS NOT RELYING ON ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, FROM SELLER, OR ANY PARTY AFFILIATED WITH SELLER, OR THEIR AGENTS OR BROKERS, OR ANY OTHER PERSON ACTING OR PURPORTING TO ACT ON BEHALF OF SELLER, AS TO ANY MATTERS CONCERNING THE PROPERTY.
As-Is Transaction. (a) AS OF THE EFFECTIVE DATE AND AS OF CLOSING, TRANSFEREE ENTITIES ACKNOWLEDGE AND AGREE THAT, EXCEPT FOR THE EXPRESS REPRESENTATIONS, WARRANTIES, AND COVENANTS MADE IN THIS AGREEMENT, THEY ARE ACQUIRING THE PROPERTY (INCLUDING ANY PROPERTY INTEREST) AND ANY IMPROVEMENTS NOW OR HEREAFTER MADE THERETO IN "AS IS" AND "WHERE IS" CONDITION, "WITH ALL FAULTS", AND THAT THE PROPERTY IS BEING CONVEYED AND TRANSFERRED IN "AS IS" AND "WHERE IS" CONDITION "WITH ALL FAULTS".
As-Is Transaction. Except for the DCT Parties’ representations and warranties expressly provided herein, and any representations and warranties contained in any other document or instrument executed and delivered by any DCT Party at the Closing (“DCT Parties’ Warranties”), the contribution of the Property to the Partnership will be made without representation, covenant or warranty of any kind (whether express or implied, or, to the maximum extent permitted by applicable law, statutory) by any of the DCT Parties. As a material part of the consideration for this Agreement, TRT Partner acknowledges and agrees that it will accept the Property on an “as is” and “where is” basis, with all faults, and without any representation or warranty, all of which Contributor hereby disclaims, except for DCT Parties’ Warranties. Except for DCT Parties’ Warranties, no warranty or representation is made by the DCT Parties as to fitness for any particular purpose, merchantability, design, quality, condition, operation or income, compliance with drawings or specifications, absence of defects, absence of hazardous or toxic substances, absence of faults, flooding, or compliance with laws and regulations including, without limitation, those relating to health, safety, and the environment. The provisions of this Section 2.3 shall survive indefinitely the Closing or termination of this Agreement and shall not be merged into the Closing documents.
As-Is Transaction. Buyer acknowledges that Sellers are lenders and have not been actively involved in the ownership of the Hawaiian Businesses prior to July 10, 2010. Buyer agrees that, subject to the representations and warranties and other agreements contained in this Agreement, Buyer is purchasing the Membership Interests and the Acquired Assets “As-Is, Where-Is” and that Sellers are making no representations or warranties concerning the Membership Interests or the Acquired Assets except as specifically contained in this Agreement, including without limitation, any warranties of merchantability or fitness for a particular purpose. Buyer acknowledges that it is experienced in the acquisition of cemetery and funeral businesses and has performed due diligence as it has deemed necessary or appropriate in agreeing with the terms of this Agreement and the consummation of the transactions contemplated hereby.
As-Is Transaction. The parties acknowledge and understand that AMLH is ------------------- selling its equity and debt interests in CLM "AS IS," without recourse to AMLH, and that AMLH has not made any representation or warranty regarding CLM or its interests therein except for those representations and warranties set forth in this Agreement. Specifically, the parties acknowledge and understand that AMLH has not made any representation or warranty regarding the value of the CLM Shares or the CLM Note or the value of CLM as a going concern. The parties agree that Stanford has conducted due diligence sufficient to inform its decision to acquire the CLM Shares and the CLM Note.
As-Is Transaction. Except for the express representations and warranties contained in this Agreement or any of the Sellers’ Documents (collectively, the “Express Representations and Warranties”), the Sellers are not making, and the Purchaser is not relying upon, any representation or warranty, express or implied, of any nature whatsoever with respect to the Properties or any of the other Assets. Except as may be expressly set forth in this Agreement or in any of the Sellers’ Documents, the Purchaser waives any and all claims and causes of action, now or hereafter arising, against the Sellers in respect of the condition of the Properties or the Assets, except all such claims and causes of action that may arise (i) if any of the Express Representations and Warranties should prove to be untrue in any material respect, (ii) to the extent that the Hanover Work is not completed prior to the Closing Date, from any failure by Xxxxxxxx Realty to complete the Hanover Work in accordance with the provisions of Section 3.4(f) or, to the extent applicable, to complete the Hanover UST Plan of Remediation in accordance with the provisions of Section 3.4(f), (iii) to the extent that the Orleans Lighting Work is not completed prior to the Closing, from any failure by Skaket Associates Trust to complete the Orleans Lighting Work, (iv) to the extent that the Target Estoppel Certificate (x) is not obtained prior to the Closing, from any failure by Xxxxxxxx Realty to obtain the Target Estoppel Certificate and deliver the same to the Purchaser or (y) reveals any default by Xxxxxxxx Realty under the applicable reciprocal easement agreement referenced therein, from Xxxxxxxx Realty’s failure to cure the same or (v) to the extent that any Walmart Estoppel Certificate (x) is not obtained prior to the Closing, from any failure by Xxxxxxxx-Xxxxxx or T-Delta to obtain such Walmart Estoppel Certificate and deliver the same to the Purchaser or (y) reveals any default by Xxxxxxxx-Xxxxxx or T-Delta under the applicable reciprocal easement agreement referenced therein, from such Seller’s failure to cure the same. EXCEPT AS MAY BE SET FORTH IN THE EXPRESS REPRESENTATIONS AND WARRANTIES, THE SELLERS MAKE NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, AND SPECIFICALLY DISCLAIM ALL REPRESENTATIONS, WARRANTIES OR GUARANTIES, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE WITH RESPECT TO (A) THE QUALITY, NATURE, ADEQUACY AND PHYSICAL CONDITION OF THE PROPERTIES OR ANY OTHER ASPECT OF THE PROPERTIES, INCLUDING, WITHOUT...
