As Is, Where Is Condition Sample Clauses

As Is, Where Is Condition. Buyer is purchasing the subject Property in its “as is, where is” condition.
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As Is, Where Is Condition. BUYER ACKNOWLEDGES AND AGREES THAT, EXCEPT AS MAY BE EXPRESSLY PROVIDED IN THIS AGREEMENT, NEITHER SELLER NOR ANY OF SELLER’S OFFICERS, DIRECTORS, ELECTED OR UNELECTED OFFICIALS, EMPLOYEES, MEMBERS, PRINCIPALS, OR AFFILIATES NOR ANY OF THEIR AGENTS OR REPRESENTATIVES HAS MADE, DOES NOT MAKE AND SPECIFICALLY NEGATES AND DISCLAIMS ANY REPRESENTATIONS, WARRANTIES, OR GUARANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO (I) THE VALUE OF THE PROPERTY; (II) THE INCOME TO BE DERIVED FROM THE PROPERTY; (III) THE SUITABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH BUYER MAY CONDUCT THEREON;
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As Is, Where Is Condition. Xxxxx has completed all of the inspections and investigations that it deemed appropriate in order to assess the title to and value and condition of the Subject Property and any improvements located thereon. In particular, and without limiting the generality of the preceding sentence, Buyer acknowledges its receipt from Seller of (i) those two certain title commitments relating to the Subject Property issued by Atlantic Coast Title Company, LLC as authorized agent for First American Title Insurance Company, such commitments having file numbers of 2022-565, and 2022-570, dated as of March 29, 2022 and March 30, 2022, respectively (the “Title Commitments”) and copies of the vesting deeds referenced therein and the documents referenced on Schedule B, Part II therein, and (ii) that certain Phase I Environmental Assessment prepared by Xxxxx Xxxx dated April 18, 2022. Unless this Agreement is earlier terminated, at Closing, Buyer hereby agrees to take title to the Subject Property in its “AS-IS,” and “WHERE-IS” condition, reasonable wear and tear excepted, and to waive any and all claims it might otherwise have against Seller, now or in the future, relating to the title to and/or condition of the Subject Property; provided, however, that the provisions of this Section 2 shall not amend, modify or negate any representations and/or warranties made by Seller with respect to the title to the Subject Property contained in the Deed (as defined in Section 3 herein).
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As Is, Where Is Condition. Xxxxx hereby agrees to accept the Subject Property in “AS IS, WHERE IS” condition at Closing. Except for the warranties and representations of Seller as set forth in this Contract, Seller has not made any representations and warranties as to: (i) the number of acres, (ii) the existence or absence of legal access, or (iii) the title to and/or condition of the Subject Property. Buyer expressly acknowledges that no such other representations or warranties have been made, that the title information, environmental reports, and other diligence materials provided by Seller pursuant to the terms of this Contract have been provided for informational purposes only and do not constitute representations or warranties of Seller, and that Buyer is not relying on any representations or warranties other than as set forth herein. Nothing set forth in this Section 5, however, shall negate, modify, condition or qualify any representations and warranties made by the Owners in their respective Warranty Deeds.
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As Is, Where Is Condition. Unless this Agreement has been earlier terminated in accordance with the terms of Section 11 herein, at Closing, Buyer hereby agrees to purchase and accept the Subject Property in AS-IS, WHERE-IS condition as of the date hereof, reasonable wear and tear excepted. Accordingly, Buyer hereby waives any and all claims it might otherwise have against Seller, now or in the future, relating to the title to, condition of, siting and/or boundaries of, and/or value of the Subject Property, provided, however, that this sentence shall not serve to negate, modify, or amend any warranties of title and/or covenants made by Seller in the Deed (as defined in Section 4 herein).
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As Is, Where Is Condition. Company has inspected the Property and agrees to accept the same “as is” without any agreements, representations, understandings or obligations on the part of Owner to perform any alterations, repairs or improvements. Company further acknowledges that, except as expressly set forth herein, Owner has not made any representation or warranty (express or implied) with respect to the habitability, condition or suitability of the Property for Company’s purposes or any particular purpose. Company shall perform all work and supply all materials and labor to prepare the Property for Company’s occupancy at Company’s sole cost and expense.
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As Is, Where Is Condition. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 5 OF THIS AGREEMENT, GLOBAL INC. ACKNOWLEDGES THAT IT IS ACQUIRING CP IN ITS “AS-IS WHERE-IS” CONDITION AND THAT IT IS RELYING UPON ITS OWN INVESTIGATION AND ANALYSIS AND SHALL NOT BE ENTITLED TO ANY REDUCTION TO OR SETOFF OF THE CP PURCHASE PRICE FOR ANY REASON. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 5 OF THIS AGREEMENT, IT IS UNDERSTOOD AND AGREED THAT CHI IS NOT MAKING AND SPECIFICALLY DISCLAIMS ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, WITH RESPECT TO CP AND ANY TANGIBLE OR INTANGIBLE ASSETS OF CP, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OR REPRESENTATIONS AS TO TAX CONSEQUENCES, PHYSICAL OR ENVIRONMENTAL CONDITIONS, OPERATING HISTORY OR PROJECTIONS, VALUATION, GOVERNMENTAL APPROVALS, GOVERNMENTAL REGULATIONS OR ANY OTHER MATTER OR THING RELATING TO OR AFFECTING CP, INCLUDING, WITHOUT LIMITATION, THE VALUE, CONDITION, MERCHANTABILITY, MARKETABILITY, PROFITABILITY, SUITABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE OF CP AND ITS TANGIBLE AND INTANGIBLE ASSETS. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 5 OF THIS AGREEMENT, GLOBAL INC. HAS NOT RELIED UPON AND WILL NOT RELY UPON, EITHER DIRECTLY OR INDIRECTLY, ANY REPRESENTATION OR WARRANTY OF CHI OR ANY AGENT OR EMPLOYEE OF CHI. GLOBAL INC. REPRESENTS THAT IT IS A KNOWLEDGEABLE BUYER AND THAT IT IS RELYING SOLELY ON ITS OWN EXPERTISE AND THAT OF ITS CONSULTANTS IN PURCHASING THE CP SHARES. GLOBAL INC. WILL CONDUCT SUCH INSPECTIONS AND INVESTIGATIONS REGARDING THE CP SHARES AS GLOBAL INC. DEEMS NECESSARY AND SHALL RELY UPON SAME (AND NOT ON ANY REPRESENTATION, INFORMATION OR DOCUMENTATION RECEIVED FROM CHI EXCEPT AS EXPRESSLY SET FORTH IN SECTION 5 OF THIS AGREEMENT). UPON THE CP CLOSING, GLOBAL INC. SHALL ASSUME THE RISK THAT ADVERSE MATTERS MAY NOT HAVE BEEN REVEALED BY GLOBAL INC.’S INSPECTIONS AND INVESTIGATIONS AND HEREBY ASSUMES ALL RISK AND LIABILITY (AND AGREES THAT CHI SHALL NOT BE LIABLE FOR ANY SPECIAL, . DIRECT, INDIRECT, CONSEQUENTIAL, OR OTHER DAMAGES) RESULTING OR ARISING FROM OR RELATING TO THE OWNERSHIP OF THE CP SHARES. GLOBAL INC. FURTHER ACKNOWLEDGES AND AGREES THAT THERE ARE NO ORAL AGREEMENTS, WARRANTIES OR REPRESENTATIONS, COLLATERAL TO OR AFFECTING THE CP SHARES BY CHI, ANY AGENT OF SELLER OR ANY THIRD PARTY AND GLOBAL INC. HEREBY RELEASES CHI FROM ANY AND ALL LIABILITY RELATING TO ANY WARRANTIES OR REPRESENTATIONS THAT MAY HAVE BEEN PREVIOUSLY PROVIDED (WHETHER ORAL OR WRITTEN) TO GLOBAL INC. BY A...
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As Is, Where Is Condition. Lessor shall deliver the Leased Area as depicted in Exhibit A-2.
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As Is, Where Is Condition. UCF ACKNOWLEDGES AND AGREES THAT, EXCEPT AS MAY BE EXPRESSLY PROVIDED IN THIS AGREEMENT, NEITHER CITY NOR ANY OF CITY’S OFFICERS, DIRECTORS, ELECTED OR UNELECTED OFFICIALS, EMPLOYEES, MEMBERS, PRINCIPALS, OR AFFILIATES NOR ANY OF THEIR AGENTS OR REPRESENTATIVES HAS MADE, DOES NOT MAKE AND SPECIFICALLY NEGATES AND DISCLAIMS ANY REPRESENTATIONS, WARRANTIES, OR GUARANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO (I) THE VALUE OF THE PROPERTY; (II) THE INCOME TO BE DERIVED FROM THE PROPERTY;
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Related to As Is, Where Is Condition

  • As Is, Where Is PURCHASER EXPRESSLY ACKNOWLEDGES AND AGREES THAT, AS A MATERIAL PART OF THE CONSIDERATION FOR THIS AGREEMENT, THE PROPERTY IS BEING SOLD TO PURCHASER AND PURCHASER AGREES TO PURCHASE AND ACCEPT THE PROPERTY, AND EACH AND EVERY PART AND COMPONENT THEREOF, IN AN “AS IS, WHERE IS” CONDITION AS OF THE CLOSING WITH NO REPRESENTATIONS OR WARRANTIES FROM SELLER, EITHER EXPRESS OR IMPLIED EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT. PURCHASER AGREES THAT PURCHASER IS NOT RELYING UPON, AND HAS NOT RECEIVED OR BEEN GIVEN, ANY REPRESENTATIONS (EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT), STATEMENTS OR WARRANTIES (ORAL OR WRITTEN, IMPLIED OR EXPRESS) OF OR BY ANY OFFICER, EMPLOYEE, AGENT OR REPRESENTATIVE OF SELLER, OR ANY SALESPERSON OR BROKER (IF ANY) INVOLVED IN THIS TRANSACTION, AS TO THE PROPERTY OR ANY PART OR COMPONENT THEREOF IN ANY RESPECT, INCLUDING, BUT NOT LIMITED TO, ANY REPRESENTATIONS, STATEMENTS OR WARRANTIES AS TO THE PHYSICAL OR ENVIRONMENTAL CONDITION OF THE PROPERTY, THE FITNESS OF THE PROPERTY FOR USE AS A HOTEL, THE FINANCIAL PERFORMANCE OR POTENTIAL OF THE PROPERTY, THE COMPLIANCE OF THE PROPERTY WITH APPLICABLE BUILDING, ZONING, SUBDIVISION, ENVIRONMENTAL, LIFE SAFETY OR LAND USE LAWS, CODES, ORDINANCES, RULES, ORDERS, OR REGULATIONS, OR THE STATE OF REPAIR OF THE PROPERTY, AND PURCHASER, FOR ITSELF AND ITS HEIRS, LEGAL REPRESENTATIVES, SUCCESSORS AND ASSIGNS, WAIVES ANY RIGHT TO ASSERT ANY CLAIM OR DEMAND AGAINST SELLERS AT LAW OR IN EQUITY RELATING TO ANY SUCH MATTER, WHETHER LATENT OR PATENT, DISCLOSED OR UNDISCLOSED, KNOWN OR UNKNOWN, NOW EXISTING OR HEREAFTER ARISING. EXCEPT FOR ANY TITLE OR SURVEY MATTERS CREATED SOLELY BY SELLER IN VIOLATION OF THIS AGREEMENT, PURCHASER AGREES THAT IT SHALL HAVE NO RECOURSE WHATSOEVER AGAINST SELLER, AT LAW OR IN EQUITY, SHOULD THE SURVEY OR THE TITLE INSURANCE COMMITMENTS OR THE TITLE POLICIES FAIL TO DISCLOSE ANY MATTER AFFECTING THE PROPERTY OR REVEAL ANY SUCH MATTER IN AN INACCURATE, MISLEADING OR INCOMPLETE FASHION OR OTHERWISE BE IN ERROR. PURCHASER ACKNOWLEDGES THAT IT SHALL REVIEW THE SURVEY AND THE TITLE INSURANCE COMMITMENTS (AS SAME MAY BE MARKED AT CLOSING) AND TO DISCUSS THEIR CONTENTS WITH THE INDEPENDENT CONTRACTORS WHO PREPARED OR ISSUED EACH OF THEM. PURCHASER ACCORDINGLY AGREES TO LOOK SOLELY TO THE PREPARER OF THE SURVEY AND THE ISSUER OF THE TITLE INSURANCE COMMITMENTS AND TITLE POLICIES FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH SUCH INSTRUMENTS AND HEREBY RELEASES SELLERS FROM ANY SUCH CLAIM (EXCEPT FOR ANY CLAIM THAT SELLERS AGREE TO CURE AS SET FORTH IN THIS AGREEMENT). Purchaser recognizes that the Hotel and Personal Property are not new and that there exists a possibility that the Property is not in compliance with the requirements which would be imposed on a newly constructed hotel by presently effective federal, state and local building, plumbing, electrical, fire, health, handicap, environmental and life safety laws, codes, ordinances, rules, orders and/or regulations (collectively, the “building codes”). The Hotel and other improvements on the Land may contain substances or materials no longer permitted to be used in newly constructed buildings including, without limitation, asbestos or other insulation materials, lead or other paints, wiring, electrical, or plumbing materials and may not contain other materials or equipment required to be installed in a newly constructed building. Purchaser has had the opportunity, as set forth in Section 2.4, to review the results of such investigations and inspections of the Property as Purchaser deemed necessary with respect to all such matters. Purchaser agrees to accept and shall the Property in an “AS-IS, WHERE IS” condition and at Closing to accept and assume the risk of noncompliance of the Property with all such building codes. Except with respect to those representations set forth in Article III hereof, Purchaser waives any right to excuse (except as specifically set forth in this Agreement) or delay performance of its obligations under this Agreement or to assert any claim against Sellers (before or after Closing) arising out of any failure of the Property to comply with any such building codes.

  • General Condition The Aircraft will:

  • EXPRESS CONDITIONS A. The Employee will not receive compensation until he/she begins contracted service for the Board.

  • Physical Condition Except as disclosed in the Physical Conditions Reports delivered to Lender in connecting with this Loan, to Borrower's knowledge, the Property, including, without limitation, all buildings, improvements, parking facilities, sidewalks, storm drainage systems, roofs, plumbing systems, HVAC systems, fire protection systems, electrical systems, equipment, elevators, exterior sidings and doors, landscaping, irrigation systems and all structural components, are in good condition, order and repair in all material respects; there exists no structural or other material defects or damages in the Property, whether latent or otherwise, and Borrower has not received notice from any insurance company or bonding company of any defects or inadequacies in the Property, or any part thereof, which would adversely affect the insurability of the same or cause the imposition of extraordinary premiums or charges thereon or of any termination or threatened termination of any policy of insurance or bond.

  • Concealed or Unknown Conditions If the Contractor encounters conditions at the site that are (1) subsurface or otherwise concealed physical conditions that differ materially from those indicated in the Contract Documents or (2) unknown physical conditions of an unusual nature, that differ materially from those ordinarily found to exist and generally recognized as inherent in construction activities of the character provided for in the Contract Documents, the Contractor shall promptly provide notice to the Owner and the Architect before conditions are disturbed and in no event later than twenty-one (21) calendar days after first observance of the conditions. The Owner will promptly investigate such conditions and, if the Owner determines that they differ materially and cause an increase or decrease in the Contractor’s cost of, or time required for, performance of any part of the Work, will authorize an equitable adjustment in the Contract Sum or Contract Time, or both. If the Owner determines that the conditions at the site are not materially different from those indicated in the Contract Documents and that no change in the terms of the Contract is justified, the Owner shall promptly notify the Contractor in writing, stating the reasons. If the Contractor disputes the Owner’s determination, the Contractor party may assert a Claim as provided in Article 15.

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