AS-IS TRANSFER Sample Clauses

AS-IS TRANSFER. THE LAND IS DONATED IN ITS "AS-IS, WHERE-IS" CONDITION, WITH ALL FAULTS AND WITHOUT ANY WARRANTY AS TO MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE AND WITHOUT ANY ENVIRONMENTAL WARRANTIES OF ANY KIND OR NATURE.

AS-IS TRANSFER. SMUD acknowledges that, except as expressly contained in this Agreement, neither SRPD nor anyone acting for or on behalf of the SRPD has made any representation, warranty or promise to SMUD concerning the physical aspects or condition of the Easement area; the feasibility or desirability of the Easement area 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 Easement area; and that in entering into the Agreement, SMUD has not relied on any representation, statement or warranty of SRPD or anyone acting for or on behalf of SRPD, other than as may be expressly contained in this Agreement, and that all matters concerning the Easement area shall be independently verified by SMUD and that SMUD shall purchase the Easement on SMUD's own examination thereof; and that if SMUD elects to acquire the Easement, is purchasing the Easement in its “as-is” condition and its “as-is” state of repair.

AS-IS TRANSFER. City acknowledges and agrees that: (i) prior to the Closing Date, in City’s discretion, City shall inspect the Property and examine the legal, environmental, zoning, land use, seismic, title, survey and physical characteristics and condition of the Property; (ii) by accepting title to the Property, City shall be deemed to have approved of all such characteristics and conditions; (iii) the Property is to be transferred to, and accepted by City in its present condition, “AS IS”, “WHERE IS” AND WITH ALL FAULTS, and no patent or latent defect or deficiency in the condition of the Real Property whether or not known or discovered, shall affect the rights of Agency hereunder.

AS-IS TRANSFER. The Midway Drive Parcel and Zeyn Street Parcel are being exchanged “as is, where is, and with all faults,” with no other warranty express or implied by the respective grantors regarding the presence of Hazardous Materials, compliance with Environmental Laws, or the condition of the soil, geology, the presence of known or unknown seismic faults, or the suitability of the respective properties for any particular development or use by the grantee, neither the Housing Authority or Encore, as grantor, shall have any liability or obligation after the closing of the transfer with respect thereto, and each of the Housing Authority and Encore shall execute the release of the grantor at the closing of the transfer in substantially the form set forth in Exhibit C and incorporated herein by reference.

AS-IS TRANSFER. Notwithstanding anything contained in this Agreement to the contrary, the City will examine the Donated Property and all matters affecting or relating to the transaction contemplated by this Agreement as the City deems necessary. In entering into this Agreement, the City has not been induced by and has not relied upon any written or oral representations, warranties or statements, whether express or implied, made by the Donor or any affiliate, agent, employee or other representative of the Donor or by any broker or any other person representing or purporting to represent the Donor with respect to the Donated Property, its condition, or any other matter affecting or relating to the transaction contemplated hereby, other than those expressly set forth in this Agreement. The City acknowledges and agrees, except that as expressly set forth in this Agreement, that Donor makes no representations or warranties whatsoever, whether express or implied or arising by operation of law, with respect to the Donated Property or its condition. The City agrees that the Donated Property will be sold and conveyed to, and accepted by, the City at the Closing in its then- existing condition, as-is where-is, with all faults, and without any written or verbal representations or warranties whatsoever, whether express or implied or arising by operation of law, other than as expressly set forth in the Agreement. The City acknowledges that it has knowledge and expertise in financial and business matters that enable the City to evaluate the merits and risks of the Donated Property and the transaction contemplated by this Agreement.

AS-IS TRANSFER. The RLB Assets are being transferred on an "AS IS" basis, and except as expressly set forth in the preceding sentence, RLB DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE RLB ASSETS, INCLUDING, BUT NOT LIMITED TO, THEIR PHYSICAL CONDITION, AND MAKES NO WARRANTY OR MERCHANTABILITY OR FITNESS OF THE RLB ASSETS FOR ANY PARTICULAR PURPOSE, EXPRESS OR IMPLIED. THE COMPANY RELEASES RLB FROM ANY AND ALL CLAIMS AT LAW OR EQUITY REGARDING THE RLB ASSETS AND THEIR PHYSICAL CONDITION, MERCHANTABILITY, OR FITNESS FOR ANY PARTICULAR PURPOSE.

AS-IS TRANSFER. Purchaser specifically acknowledges and agrees that Seller is transferring and Purchaser is acquiring the Property in its “AS IS AND WHERE AS” basis, condition and state of repair, inclusive of all faults and defaults, whether known or unknown, as may exist as of the Closing Date, and that Purchaser is not relying on any representations or warranties from Seller or any of Seller’s officials, officers, agents, employees, representatives, or attorneys (“Seller Parties”) as to any matter concerning the Property. Purchaser shall be responsible for any and all defects in the Property, whether patent or latent, including, without limitation, the physical, environmental, and geotechnical condition of the Property, and the existence of any contamination, hazardous materials, vaults, debris, pipelines, ▇▇▇▇▇, or other structures located on, under or about the Property.

AS-IS TRANSFER. The Campus Subsidiary shall transfer title to the Offered Property to the Non-Implementing Member or its nominee(s) on an “AS-IS-WHERE-IS” basis without any representation or warranty whatsoever from the Campus Subsidiary, provided however, if the FP Member is the Implementing Member, the Manager shall cause the Campus Subsidiary to make representations and warranties to the Non-Implementing Member which are substantially similar to the representations and warranties set forth in the Campus Project PSA exclusive of the representations and warranties set forth in Sections 7.1.8, 7.1.9, 7.1.16 and 7.1.17

AS-IS TRANSFER. Purchaser specifically acknowledges and agrees that Seller is transferring and Purchaser is acquiring the Property in its “AS IS AND WHERE AS” basis, ‘WITH ALL FAULTS” condition and state of repair (“As-Is Condition”), inclusive of all faults and defaults, whether known or unknown, as may exist as of the Closing Date, and that Purchaser is not relying on any representations or warranties from Seller or any of Seller’s officials, officers, agents, employees, representatives, or attorneys (“Seller Parties”) as to any matter concerning the Property. Purchaser shall be responsible for any and all defects in the Property, whether patent or latent, including, without limitation, the physical, environmental, and geotechnical condition of the Property, and the existence of any contamination, hazardous materials, vaults, debris, pipelines, ▇▇▇▇▇, or other structures located on, under or about the Property.