Common use of As-Is Transaction Clause in Contracts

As-Is Transaction. Buyer hereby acknowledges and agrees that, except as otherwise expressly provided in this Agreement, Seller makes no representations or warranties whatsoever, express or implied, with respect to any matter relating to the Acquired Assets, or otherwise relating to any of the transactions contemplated hereby, including without limitation any income to be derived or expenses to be incurred in connection with the Acquired Assets, the physical condition of any personal Acquired Assets comprising a part of the Acquired Assets or which is the subject of any other Acquired Real Property Lease or Acquired Contract, the environmental condition or other matter relating to the physical condition of any real Acquired Assets or improvements which are the subject of any real Acquired Assets lease to be assumed by Buyer at the Closing, the zoning of any such real Acquired Assets or improvements, the value of the Acquired Assets (or any portion thereof), the terms, amount, validity or enforceability of any Assumed Liabilities, the merchantability or fitness of the personal Acquired Assets or any other portion of the Acquired Assets for any particular purpose. Seller makes no warranties or representations, in connection with this transaction, other than as set forth in this Agreement. Without in any way limiting the foregoing, subject to the representations, warranties and covenants expressly set forth in this Agreement, Seller hereby disclaims any warranty, express or implied, of merchantability or fitness for any particular purpose as to all or any portion of the Acquired Assets. Accordingly, subject to the representations, warranties and covenants expressly set forth in this Agreement, Buyer will accept the Acquired Assets at the Closing "AS IS," "WHERE IS" AND "

As-Is Transaction. Buyer hereby acknowledges and agrees that, except Except as otherwise expressly provided in this Agreement, Seller makes no is not making and has not at any time made any warranties or representations of any kind or warranties whatsoevercharacter, express or implied, with respect to the Property, including, but not limited to, any matter relating 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 Acquired Assetsdeed), zoning, tax consequences, physical or otherwise relating to any environmental condition, operating history or projections, valuation, governmental approvals, governmental regulations, the truth, accuracy or completeness of the transactions contemplated hereby, including without limitation any income to be derived or expenses to be incurred in connection with the Acquired Assets, the physical condition of any personal Acquired Assets comprising a part of the Acquired Assets or which is the subject of any other Acquired Real Property Lease or Acquired Contract, the environmental condition or other matter relating to the physical condition of any real Acquired Assets or improvements which are the subject of any real Acquired Assets lease to be assumed by Buyer at the Closing, the zoning of any such real Acquired Assets or improvements, the value of the Acquired Assets (or any portion thereof), the terms, amount, validity or enforceability of any Assumed Liabilities, the merchantability or fitness of the personal Acquired Assets items or any other portion information provided by or on behalf of Seller to Buyer or any other matter or thing regarding the Acquired Assets for 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 particular purpose. representation or warranty of Seller makes no warranties or representations, in connection with this transaction, other than respect to the Property except as set forth expressly provided in this Agreement. Without in any way limiting Buyer will conduct such investigations of the foregoingProperty, subject including but not limited to, the physical and environmental conditions thereof, as Buyer deems necessary to satisfy itself as to the representationscondition of the Property and will rely solely upon same and not upon any information provided by or on behalf of Seller. Upon Closing, warranties Buyer shall assume the risk that adverse matters, including but not limited to, construction defects and covenants expressly set forth 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, Seller hereby disclaims any warranty, express or implied, of merchantability or fitness for any particular purpose as to all or any portion of the Acquired Assets. Accordingly, subject to the representations, warranties and covenants expressly set forth in this Agreement, Buyer will accept the Acquired Assets at the Closing "AS IS," "WHERE IS" AND ".

As-Is Transaction. Buyer hereby acknowledges and agrees that, except as otherwise expressly provided in this AgreementAgreement (and without in any respect impairing any of Seller's Representations and Warranties under Article III or its covenants under Articles V or VI), the Seller makes no representations or warranties whatsoever, express or implied, with respect to any matter relating to the Acquired AssetsAssets including, or otherwise relating to any of the transactions contemplated herebywithout limitation, including without limitation any income to be derived or expenses to be incurred in connection with the Acquired Assets, the physical condition of any personal Acquired Assets comprising a part of the Acquired Assets or which is the subject of any other Acquired Real Property Lease lease or Acquired Contractcontract to be assumed by Buyer at the Closing, the environmental condition or other matter relating to the physical condition of any real Acquired Assets or improvements which are the subject of any real Acquired Assets lease to be assumed by Buyer at the Closing, the zoning of any such real Acquired Assets or improvements, the value of the Acquired Assets (or any portion thereof), the terms, amount, validity or enforceability of any Assumed Liabilitiesassumed liabilities, the merchantability or fitness of the personal Acquired Assets or any other portion of the Acquired Assets for any particular purpose. Seller makes no warranties or representations, in connection with this transaction, other than as set forth in this Agreement. Without in any way limiting the foregoing, subject to the representations, warranties and covenants expressly set forth in this Agreement, Agreement Seller hereby disclaims any warranty, express or implied, of merchantability or fitness for any particular purpose as to all or any portion of the Acquired Assets. Buyer further acknowledges that Buyer has conducted an independent inspection and investigation of the physical condition of the Assets and all such other matters relating to or affecting the Assets as Buyer deemed necessary or appropriate and that in proceeding with its acquisition of the Assets, except for any representations and warranties and covenants expressly set forth in this Agreement, Buyer is doing so based solely upon such independent inspections and investigations. Accordingly, subject to the representations, warranties and covenants expressly set forth in this Agreement, Agreement Buyer will accept the Acquired Assets at the Closing "AS IS,as is", "where is" and "WHERE IS" AND with all faults".