Common use of PROPERTY TO BE SOLD Clause in Contracts

PROPERTY TO BE SOLD. “AS IS, WHERE IS”; CERTAIN DISCLAIMERS 5.1 “AS IS, WHERE IS”. EXCEPT WITH RESPECT TO THE REPRESENTATIONS, WARRANTIES, COVENANTS AND INDEMNIFICATIONS EXPRESSLY PROVIDED BY SELLER TO BUYER IN THIS PURCHASE AGREEMENT, OR IN THE SCHEDULES AND EXHIBITS HERETO AND THE ANCILLARY AGREEMENTS, BUYER ACKNOWLEDGES AND AGREES THAT SELLER SHALL CONVEY TO BUYER THE PURCHASED ASSETS, ALL IN THEIR PRESENT CONDITION AND STATE OF REPAIR, WITH ALL FAULTS, LIMITATIONS AND DEFECTS (HIDDEN AND APPARENT) AND, EXCEPT AS EXPRESSLY PROVIDED HEREIN OR IN THE SCHEDULES AND EXHIBITS HERETO OR IN THE ANCILLARY AGREEMENTS, WITHOUT ANY GUARANTEES OR WARRANTIES (EXPRESS OR IMPLIED), AS TO THEIR TITLE, QUALITY, MERCHANTABILITY OR THEIR FITNESS FOR BUYER’S INTENDED USE OR PURPOSE OR A PARTICULAR USE OR PURPOSE OR ANY USE OR PURPOSE WHATSOEVER. EXCEPT AS EXPRESSLY PROVIDED HEREIN OR IN THE SCHEDULES AND EXHIBITS HERETO OR IN THE ANCILLARY AGREEMENTS, BUYER AGREES TO ACCEPT THE PURCHASED ASSETS “AS-IS”, “WHERE-IS,” IN THEIR PRESENT CONDITION AND STATE OF REPAIR, WITH ALL FAULTS, LIMITATIONS AND DEFECTS (HIDDEN AND APPARENT) AND, EXCEPT AS EXPRESSLY PROVIDED HEREIN OR IN THE SCHEDULES AND EXHIBITS HERETO OR IN THE ANCILLARY AGREEMENTS, WITHOUT ANY GUARANTEES OR WARRANTIES (EXPRESS OR IMPLIED), AS TO THEIR TITLE, QUALITY, MERCHANTABILITY OR THEIR FITNESS FOR BUYER’S INTENDED USE OR PURPOSE OR A PARTICULAR USE OR PURPOSE OR ANY USE OR PURPOSE WHATSOEVER. ALL REPRESENTATIONS AND WARRANTIES OTHER THAN THOSE EXPRESSLY SET FORTH HEREIN OR IN THE SCHEDULES AND EXHIBITS HERETO OR IN THE ANCILLARY AGREEMENTS ARE EXCLUDED. SELLER DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY OTHER REPRESENTATION, WARRANTY, STATEMENT OR INFORMATION MADE OR COMMUNICATED (WHETHER ORALLY OR IN WRITING) TO BUYER OR THE OTHER MEMBERS OF BUYER GROUP, INCLUDING WITH RESPECT TO THE PURCHASED ASSETS OR THE ASSUMED LIABILITIES. BUYER ACKNOWLEDGES AND AGREES THAT IT HAS HAD SUFFICIENT OPPORTUNITY TO INSPECT THE PURCHASED ASSETS, AND CONDUCT SUCH INVESTIGATION AS IT HAS DEEMED NECESSARY AND ADVISABLE FOR PURPOSES OF DETERMINING WHETHER OR NOT TO ENTER INTO THIS PURCHASE AGREEMENT.