Common use of Physical Condition of the Property Clause in Contracts

Physical Condition of the Property. Purchaser acknowledges that the purchase of the Property by Purchaser is on an “AS IS” AND “WHERE IS” basis. Purchaser hereby agrees to indemnify, defend, release and hold harmless Seller from and against any claim, action, matter or obligation that may arise in the future regarding any environmental condition of the Property caused solely by Purchaser’s activities on and/or operation of the Property. UPON CLOSING, PURCHASER EXPRESSLY AGREES TO ACCEPT THE PROPERTY, INCLUDING THE ENVIRONMENTAL CONDITION OF THE PROPERTY, “AS IS” AND “WHERE IS” AND SELLER SHALL, UNDER NO CIRCUMSTANCES, BE DEEMED TO HAVE MADE, AND SELLER HEREBY DISCLAIMS, EXCEPT FOR THOSE REPRESENTATIONS AND WARRANTIES SET FORTH IN SECTION 14 HEREIN, ANY REPRESENTATION OR WARRANTY, EITHER EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THE CONDITION OF THE PROPERTY, ANY ENVIRONMENTAL CONDITION OF THE PROPERTY (INCLUDING, WITHOUT LIMITATION, THE PRESENCE OF ANY POLLUTANT OR CONTAMINANT, INCLUDING ANY HAZARDOUS SUBSTANCE IN, ON OR UNDER THE PROPERTY), AND THE ADEQUACY, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF THE PROPERTY OR ANY PART THEREOF. SELLER SHALL NOT BE LIABLE TO PURCHASER OR ANY SUCCESSORS OF PURCHASER FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, BUSINESS INTERRUPTION OR STRICT OR ABSOLUTE LIABILITY IN TORT, OCCASIONED BY OR ARISING IN CONNECTION WITH THE CONDITION OR ANY ALLEGED CONDITION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, LIABILITY ARISING OUT OF ANY ENVIRONMENTAL CONDITION WITH RESPECT TO THE PROPERTY. PURCHASER AGREES TO RELEASE SELLER, THE DEBTORS, THE FIRST LIEN LENDERS, THE FIRST LIEN AGENT (AS EACH IS DEFINED IN THE SALE ORDER), AND ANY SUBSIDIARY OR AFFILIATE OF SELLER, DEBTORS, THE FIRST LIEN LENDERS OR THE FIRST LIEN AGENT, FROM ANY AND ALL CLAIMS OF PURCHASER OR ANY SUCCESSORS OF PURCHASER AGAINST SELLER, THE DEBTORS, THE FIRST LIEN LENDERS, THE FIRST LIEN AGENT AND ANY SUBSIDIARY OR AFFILIATE OF SELLER, THE DEBTORS, THE FIRST LIEN LENDERS OR THE FIRST LIEN AGENT, ARISING ON OR AFTER THE CLOSING CONCERNING THE ENVIRONMENTAL CONDITION OF THE PROPERTY, AND COVENANTS NOT TO XXX SELLER, THE DEBTORS, THE FIRST LIEN LENDERS, THE FIRST LIEN AGENT, AND ANY SUBSIDIARY OR AFFILIATE OF SELLER, THE DEBTORS, THE FIRST LIEN LENDERS OR THE FIRST LIEN AGENT, OR ANY OF THEIR RESPECTIVE EMPLOYEES, DIRECTORS OR OFFICERS OR JOIN SELLER, THE DEBTORS, THE FIRST LIEN LENDERS OR THE FIRST LIEN AGENT, AND ANY SUBSIDIARY OR AFFILIATE OF SELLER, THE DEBTORS, THE FIRST LIEN LENDERS OR THE FIRST LIEN AGENT, OR ANY OF THEIR RESPECTIVE EMPLOYEES, DIRECTORS, OFFICERS, OR AGENTS, IN ANY ACTION CONCERNING THE ENVIRONMENTAL CONDITION OF THE PROPERTY. THE PARTIES AGREE THAT THE FOREGOING RELEASE AND COVENANT SHALL RUN WITH THE PROPERTY AND BIND SUBSEQUENT PURCHASERS THEREOF AND THAT THE DEED WILL INCLUDE A REFERENCE THERETO PUTTING ANY FUTURE PURCHASERS OF THE PROPERTY ON NOTICE THEREOF UNTIL THE LATER OF THE ENTRY OF AN ORDER OF THE BANKRUPTCY COURT CLOSING THE BANKRUPTCY PROCEEDINGS OR FIVE YEARS FROM THE CLOSING DATE.

Physical Condition of the Property. Purchaser (a) This Contract contains all of the terms of the contract between the parties, and Xxxxx acknowledges that it has inspected the purchase Property, having made such inquiries and investigations as Buyer has deemed necessary, desirable or appropriate, and that the Seller has held out no inducements and made no representations other than as may be specifically set forth herein. BUYER ACKNOWLEDGES AND AGREES THAT IT IS PURCHASING THE PROPERTY IN "AS IS" AND "WHERE IS" CONDITION, WITH ANY AND ALL FAULTS AND DEFECTS, WHETHER LATENT OR PATENT, AND SUBJECT TO ORDINARY WEAR AND TEAR FROM THE DATE HEREOF THROUGH THE CLOSING DATE. BUYER ACKNOWLEDGES THAT IT IS NOT RELYING UPON, AND THAT SELLER IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTEES, PROMISES, BROKER'S "SET-UPS", STATEMENTS, REPRESENTATIONS OR INFORMATION REGARDING THE PROPERTY’S PHYSICAL OR ENVIRONMENTAL CONDITION, INCOME, EXPENSES, OPERATION, USE, COMPLIANCE WITH LAWS, HABITABILITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, EXCEPT AS MAY BE SPECIFICALLY SET FORTH IN THIS CONTRACT. Buyer releases Seller from all responsibility and liability regarding the condition or utility of the Property by Purchaser and the personal property except as to Seller’s obligations under this Contract. It is on an “AS IS” AND “WHERE IS” basis. Purchaser hereby agrees expressly understood and agreed that Seller shall not be obligated to indemnifymake any alterations, defend, release and hold harmless Seller from and against any claim, action, matter repairs or obligation that may arise in the future regarding any environmental condition of improvements to the Property caused solely by Purchaser’s activities on and/or operation of or the Property. UPON CLOSING, PURCHASER EXPRESSLY AGREES TO ACCEPT THE PROPERTY, INCLUDING THE ENVIRONMENTAL CONDITION OF THE PROPERTY, “AS IS” AND “WHERE IS” AND SELLER SHALL, UNDER NO CIRCUMSTANCES, BE DEEMED TO HAVE MADE, AND SELLER HEREBY DISCLAIMS, EXCEPT FOR THOSE REPRESENTATIONS AND WARRANTIES SET FORTH IN SECTION 14 HEREIN, ANY REPRESENTATION OR WARRANTY, EITHER EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THE CONDITION OF THE PROPERTY, ANY ENVIRONMENTAL CONDITION OF THE PROPERTY (INCLUDING, WITHOUT LIMITATION, THE PRESENCE OF ANY POLLUTANT OR CONTAMINANT, INCLUDING ANY HAZARDOUS SUBSTANCE IN, ON OR UNDER THE PROPERTY), AND THE ADEQUACY, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF THE PROPERTY OR ANY PART THEREOF. SELLER SHALL NOT BE LIABLE TO PURCHASER OR ANY SUCCESSORS OF PURCHASER FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, BUSINESS INTERRUPTION OR STRICT OR ABSOLUTE LIABILITY IN TORT, OCCASIONED BY OR ARISING IN CONNECTION WITH THE CONDITION OR ANY ALLEGED CONDITION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, LIABILITY ARISING OUT OF ANY ENVIRONMENTAL CONDITION WITH RESPECT TO THE PROPERTY. PURCHASER AGREES TO RELEASE SELLER, THE DEBTORS, THE FIRST LIEN LENDERS, THE FIRST LIEN AGENT (AS EACH IS DEFINED IN THE SALE ORDER), AND ANY SUBSIDIARY OR AFFILIATE OF SELLER, DEBTORS, THE FIRST LIEN LENDERS OR THE FIRST LIEN AGENT, FROM ANY AND ALL CLAIMS OF PURCHASER OR ANY SUCCESSORS OF PURCHASER AGAINST SELLER, THE DEBTORS, THE FIRST LIEN LENDERS, THE FIRST LIEN AGENT AND ANY SUBSIDIARY OR AFFILIATE OF SELLER, THE DEBTORS, THE FIRST LIEN LENDERS OR THE FIRST LIEN AGENT, ARISING ON OR AFTER THE CLOSING CONCERNING THE ENVIRONMENTAL CONDITION OF THE PROPERTY, AND COVENANTS NOT TO XXX SELLER, THE DEBTORS, THE FIRST LIEN LENDERS, THE FIRST LIEN AGENT, AND ANY SUBSIDIARY OR AFFILIATE OF SELLER, THE DEBTORS, THE FIRST LIEN LENDERS OR THE FIRST LIEN AGENT, OR ANY OF THEIR RESPECTIVE EMPLOYEES, DIRECTORS OR OFFICERS OR JOIN SELLER, THE DEBTORS, THE FIRST LIEN LENDERS OR THE FIRST LIEN AGENT, AND ANY SUBSIDIARY OR AFFILIATE OF SELLER, THE DEBTORS, THE FIRST LIEN LENDERS OR THE FIRST LIEN AGENT, OR ANY OF THEIR RESPECTIVE EMPLOYEES, DIRECTORS, OFFICERS, OR AGENTS, IN ANY ACTION CONCERNING THE ENVIRONMENTAL CONDITION OF THE PROPERTY. THE PARTIES AGREE THAT THE FOREGOING RELEASE AND COVENANT SHALL RUN WITH THE PROPERTY AND BIND SUBSEQUENT PURCHASERS THEREOF AND THAT THE DEED WILL INCLUDE A REFERENCE THERETO PUTTING ANY FUTURE PURCHASERS OF THE PROPERTY ON NOTICE THEREOF UNTIL THE LATER OF THE ENTRY OF AN ORDER OF THE BANKRUPTCY COURT CLOSING THE BANKRUPTCY PROCEEDINGS OR FIVE YEARS FROM THE CLOSING DATEpersonal property except as may be specifically set forth in this Contract.

Physical Condition of the Property. Purchaser (a) Buyer acknowledges that it has examined and inspected, and is satisfied with, the purchase physical condition of the Property by Purchaser is on an and the improve- ments thereon. BUYER EXPRESSLY AGREES THAT THE PROPERTY IS OR WILL BE SOLD “AS IS” AND “, WHERE IS” basis, WITH ALL FAULTS”, WITHOUT ANY WARRANTY OR REPRESENTATION, EXPRESS, IMPLIED, OR ARISING BY OPERATION OF LAW, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF CONDITION, HABITABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND SUBJECT TO ORDINARY WEAR AND TEAR OCCURRING AFTER THE DATE HEREOF. Purchaser hereby Buyer acknowledges and agrees that the deed to indemnifybe executed by Seller will have the following language in it: SALE OF THE PROPERTY IS AND SHALL BE "AS IS" FOR ALL PURPOSES. EXCEPT FOR THE WARRANTY OF TITLE CONTAINED HEREIN NO REPRESENTATIONS BY GRANTORS HAVE BEEN MADE OR SHALL BE MADE AND NO WARRANTIES, defendEITHER EXPRESS OR IMPLIED (INCLUDING NOT EXCLUSIVELY ANY WARRANTY OF FITNESS OR SUITABILITY OF THE PROPERTY (OR THE IMPROVEMENTS THEREON) FOR ANY PARTICULAR USE OR PURPOSE), release and hold harmless ARE GIVEN OR SHALL EXIST. NOT BY WAY OF EXCLUSION, GRANTEE ACKNOWLEDGES THAT GRAN- TORS HAVE MADE AND WILL MAKE NO REPRESENTATIONS OR WARRANTIES CONCERNING: (I) THE LAND AREA OF THE PROPERTY, (II) THE ACTUAL AREA OR RENTABLE AREA OF THE IMPROVEMENTS ON THE PROPERTY, (III) THE INCOME WHICH MAY BE EXPECTED FROM OPERATING THE IMPROVEMENTS ON THE PROPERTY, (IV) ANY OTHER ASPECT OR CONDITION OF SUCH IMPROVEMENTS OR ANY SYS- TEMS OR SERVICES OF THE PROPERTY, (V) THE PRESENCE OR ABSENCE ON, NEAR OR ABOUT THE PROPERTY OF ANY GASOLINE STORAGE TANK, ASBESTOS, OR HAZARDOUS OR TOXIC MATERIALS OR SUBSTANCES AS DEFINED BY APPLICABLE FEDERAL, STATE OR LOCAL LAW, REGULATION OR ORDINANCE, OR (VI) THE PRESENCE OR ABSENCE ON OR NEAR THE PROPERTY OF ANY FLOOD ZONE. GRANTEE ACKNOWLEDGES THAT ITS PURCHASE OF THE PROPERTY AND THE AMOUNT OF THE SALES PRICE ARE BASED SOLELY ON ITS INSPEC- TIONS AND EVALUATIONS OF THE PROPERTY AND NOT UPON ANY REPRESENTATIONS BY GRANTORS, ANY AFFILIATE OF GRANTORS, OR ANYONE ACTING ON BEHALF OF GRANTORS. Buyer further acknowledges that Seller from and against has neither made nor extended to Buyer any claimrepresentation, action, matter warranty or obligation that may arise in indemnity with regard to the future regarding any environmental condition of the Property caused solely by Purchaser’s activities on and/or operation or with regard to its compliance with the Americans with Disabilities Act of 1990, if applicable, and Buyer hereby assumes sole responsibility therefore, indemnifies and agrees to hold Seller, its affiliates, agents, directors, employees and attorneys harmless from and waives any right, action, claim or cause of action it or its successors or assigns may have now or in the Propertyfuture against Seller, its affiliates, agents, directors, employees or attorneys with regard thereto. UPON CLOSING, PURCHASER EXPRESSLY AGREES TO ACCEPT THE PROPERTY, INCLUDING THE ENVIRONMENTAL CONDITION OF THE PROPERTY, “AS IS” AND “WHERE IS” AND SELLER SHALL, UNDER NO CIRCUMSTANCES, BE DEEMED TO HAVE MADE, AND SELLER HEREBY DISCLAIMS, EXCEPT FOR THOSE REPRESENTATIONS AND WARRANTIES SET FORTH IN SECTION 14 HEREIN, ANY REPRESENTATION OR WARRANTY, EITHER EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THE CONDITION OF THE PROPERTY, ANY ENVIRONMENTAL CONDITION OF THE PROPERTY (INCLUDING, WITHOUT LIMITATION, THE PRESENCE OF ANY POLLUTANT OR CONTAMINANT, INCLUDING ANY HAZARDOUS SUBSTANCE IN, ON OR UNDER THE PROPERTY), AND THE ADEQUACY, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF THE PROPERTY OR ANY PART THEREOF. SELLER SHALL NOT BE LIABLE TO PURCHASER OR ANY SUCCESSORS OF PURCHASER FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, BUSINESS INTERRUPTION OR STRICT OR ABSOLUTE LIABILITY IN TORT, OCCASIONED BY OR ARISING IN CONNECTION WITH THE CONDITION OR ANY ALLEGED CONDITION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, LIABILITY ARISING OUT OF ANY ENVIRONMENTAL CONDITION WITH RESPECT TO THE PROPERTY. PURCHASER AGREES TO RELEASE SELLER, THE DEBTORS, THE FIRST LIEN LENDERS, THE FIRST LIEN AGENT (AS EACH IS DEFINED IN THE SALE ORDER), AND ANY SUBSIDIARY OR AFFILIATE OF SELLER, DEBTORS, THE FIRST LIEN LENDERS OR THE FIRST LIEN AGENT, FROM ANY AND ALL CLAIMS OF PURCHASER OR ANY SUCCESSORS OF PURCHASER AGAINST SELLER, THE DEBTORS, THE FIRST LIEN LENDERS, THE FIRST LIEN AGENT AND ANY SUBSIDIARY OR AFFILIATE OF SELLER, THE DEBTORS, THE FIRST LIEN LENDERS OR THE FIRST LIEN AGENT, ARISING ON OR AFTER THE CLOSING CONCERNING THE ENVIRONMENTAL CONDITION OF THE PROPERTY, AND COVENANTS NOT TO XXX SELLER, THE DEBTORS, THE FIRST LIEN LENDERS, THE FIRST LIEN AGENT, AND ANY SUBSIDIARY OR AFFILIATE OF SELLER, THE DEBTORS, THE FIRST LIEN LENDERS OR THE FIRST LIEN AGENT, OR ANY OF THEIR RESPECTIVE EMPLOYEES, DIRECTORS OR OFFICERS OR JOIN SELLER, THE DEBTORS, THE FIRST LIEN LENDERS OR THE FIRST LIEN AGENT, AND ANY SUBSIDIARY OR AFFILIATE OF SELLER, THE DEBTORS, THE FIRST LIEN LENDERS OR THE FIRST LIEN AGENT, OR ANY OF THEIR RESPECTIVE EMPLOYEES, DIRECTORS, OFFICERS, OR AGENTS, IN ANY ACTION CONCERNING THE ENVIRONMENTAL CONDITION OF THE PROPERTY. THE PARTIES AGREE THAT THE FOREGOING RELEASE AND COVENANT SHALL RUN WITH THE PROPERTY AND BIND SUBSEQUENT PURCHASERS THEREOF AND THAT THE DEED WILL INCLUDE A REFERENCE THERETO PUTTING ANY FUTURE PURCHASERS OF THE PROPERTY ON NOTICE THEREOF UNTIL THE LATER OF THE ENTRY OF AN ORDER OF THE BANKRUPTCY COURT CLOSING THE BANKRUPTCY PROCEEDINGS OR FIVE YEARS FROM THE CLOSING DATE.Sample

Physical Condition of the Property. Purchaser acknowledges that the purchase of the Property by Purchaser is on an “AS IS” AND “WHERE IS” basis. Purchaser hereby agrees to indemnify, defend, release and hold harmless Seller from and against any claim, action, matter or obligation that may arise in the future regarding any environmental condition of the Property caused solely by Purchaser’s activities on and/or operation of the Property. UPON CLOSING, PURCHASER EXPRESSLY AGREES TO ACCEPT THE PROPERTY, INCLUDING THE ENVIRONMENTAL CONDITION OF THE PROPERTY, “AS IS” AND “WHERE IS” AND SELLER SHALL, UNDER NO CIRCUMSTANCES, BE DEEMED TO HAVE MADE, AND SELLER HEREBY DISCLAIMS, EXCEPT FOR THOSE REPRESENTATIONS AND WARRANTIES SET FORTH IN SECTION 14 HEREIN, ANY REPRESENTATION OR WARRANTY, EITHER EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THE CONDITION OF THE PROPERTY, ANY ENVIRONMENTAL CONDITION OF THE PROPERTY (INCLUDING, WITHOUT LIMITATION, THE PRESENCE OF ANY POLLUTANT OR CONTAMINANT, INCLUDING ANY HAZARDOUS SUBSTANCE IN, ON OR UNDER THE PROPERTY), AND THE ADEQUACY, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF THE PROPERTY OR ANY PART THEREOF. SELLER SHALL NOT BE LIABLE TO PURCHASER OR ANY SUCCESSORS OF PURCHASER FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, BUSINESS INTERRUPTION OR STRICT OR ABSOLUTE LIABILITY IN TORT, OCCASIONED BY OR ARISING IN CONNECTION WITH THE CONDITION OR ANY ALLEGED CONDITION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, LIABILITY ARISING OUT OF ANY ENVIRONMENTAL CONDITION WITH RESPECT TO THE PROPERTY. PURCHASER AGREES TO RELEASE SELLER, THE DEBTORS, THE FIRST LIEN LENDERS, THE FIRST LIEN AGENT (AS EACH IS DEFINED IN THE SALE ORDER), AND ANY SUBSIDIARY OR AFFILIATE OF SELLER, DEBTORS, THE FIRST LIEN LENDERS OR THE FIRST LIEN AGENT, FROM ANY AND ALL CLAIMS OF PURCHASER OR ANY SUCCESSORS OF PURCHASER AGAINST SELLER, THE DEBTORS, THE FIRST LIEN LENDERS, THE FIRST LIEN AGENT AND ANY SUBSIDIARY OR AFFILIATE OF SELLER, THE DEBTORS, THE FIRST LIEN LENDERS OR THE FIRST LIEN AGENT, ARISING ON OR AFTER THE CLOSING CONCERNING THE ENVIRONMENTAL CONDITION OF THE PROPERTY, AND COVENANTS NOT TO XXX SUE SELLER, THE DEBTORS, THE FIRST LIEN LENDERS, THE FIRST LIEN AGENT, AND ANY SUBSIDIARY OR AFFILIATE OF SELLER, THE DEBTORS, THE FIRST LIEN LENDERS OR THE FIRST LIEN AGENT, OR ANY OF THEIR RESPECTIVE EMPLOYEES, DIRECTORS OR OFFICERS OR JOIN SELLER, THE DEBTORS, THE FIRST LIEN LENDERS OR THE FIRST LIEN AGENT, AND ANY SUBSIDIARY OR AFFILIATE OF SELLER, THE DEBTORS, THE FIRST LIEN LENDERS OR THE FIRST LIEN AGENT, OR ANY OF THEIR RESPECTIVE EMPLOYEES, DIRECTORS, OFFICERS, OR AGENTS, IN ANY ACTION CONCERNING THE ENVIRONMENTAL CONDITION OF THE PROPERTY. THE PARTIES AGREE THAT THE FOREGOING RELEASE AND COVENANT SHALL RUN WITH THE PROPERTY AND BIND SUBSEQUENT PURCHASERS THEREOF AND THAT THE DEED WILL INCLUDE A REFERENCE THERETO PUTTING ANY FUTURE PURCHASERS OF THE PROPERTY ON NOTICE THEREOF UNTIL THE LATER OF THE ENTRY OF AN ORDER OF THE BANKRUPTCY COURT CLOSING THE BANKRUPTCY PROCEEDINGS OR FIVE YEARS FROM THE CLOSING DATE.