Common use of Representations and Warranties Disclaimers Clause in Contracts

Representations and Warranties Disclaimers. Each of Seller and WOFC warrants that it has the right to enter into this Agreement and perform its obligations under this Agreement. Seller represents and warrants that it has the right to provide the Used Vehicles to WOFC for disposition and that Seller has good, clean and marketable title to each Used Vehicle. WOFC does NOT make, and expressly disclaims, any representation or warranty (i) with respect to the title, merchantability or condition of any Used Vehicle, (ii) regarding the repair or appearance reconditioning or any such related service provided by a Participating Auction, (iii) that any Used Vehicle will be sold, (ii) the price at which any Used Vehicle will be sold, or (iii) that the Used Vehicles will meet any potential buyer’s requirements or expectations for sale. THE SERVICES TO BE PROVIDED BY WOFC PURSUANT TO THIS AGREEMENT ARE ON AN "AS IS" BASIS, WITHOUT WARRANTIES OF ANY KIND. EXCEPT AS EXPRESSLY SET FORTH HEREIN, WOFC MAKES NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED AND EXPRESSLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE ENTIRE RISK AS TO THE THEFT, CONVERSION, LOSS OF OR DAMAGE TO ANY USED VEHICLE IS WITH SELLER, EXCEPT TO THE EXTENT ANY SUCH THEFT, CONVERSION, LOSS OR DAMAGE IS CAUSED DIRECTLY AND SOLELY BY AN INTENTIONAL ACT OR OMISSION OF WOFC. IN NO EVENT WILL WOFC BE RESPONSIBLE FOR (I) ANY ACT OR OMISSION OF ANY PARTICIPATING AUCTION OR ANY OF ITS EMPLOYEES, AGENTS OR CONTRACTORS OR (II) FOR ANY LOSSES, COSTS OR DAMAGES DUE TO OR CAUSED BY EVENTS BEYOND WOFC’S REASONABLE CONTROL, INCLUDING WITHOUT LIMITATION, NATURAL CATASTROPHES, WEATHER, STORMS, FLOODS, HAIL, LIGHTNING, ACTS OF GOD, FIRE, WIND, WAR, CIVIL DISTURBANCES OR RIOTS. SELLER EXPRESSLY ASSUMES ALL OF THE ABOVE RISKS.

Representations and Warranties Disclaimers. Each of Seller and WOFC warrants that it has the right to enter into this Agreement and perform its obligations under this Agreement. Seller represents and warrants that it has the right to provide the Used Vehicles to WOFC for disposition and that Seller has good1) SELLER DOES NOT, clean and marketable title to each Used Vehicle. WOFC does NOT makeBY THE EXECUTION AND DELIVERY OF THIS AGREEMENT, and expressly disclaimsAND SELLER SHALL NOT, any representation or warranty (i) with respect to the title, merchantability or condition of any Used Vehicle, (ii) regarding the repair or appearance reconditioning or any such related service provided by a Participating Auction, (iii) that any Used Vehicle will be sold, (ii) the price at which any Used Vehicle will be sold, or (iii) that the Used Vehicles will meet any potential buyer’s requirements or expectations for sale. BY THE SERVICES TO BE PROVIDED BY WOFC PURSUANT TO THIS AGREEMENT ARE ON AN "AS IS" BASIS, WITHOUT WARRANTIES EXECUTION AND DELIVERY OF ANY KIND. EXCEPT AS EXPRESSLY SET FORTH HEREINDOCUMENT OR INSTRUMENT EXECUTED AND DELIVERED IN CONNECTION WITH CLOSING, WOFC MAKES NO WARRANTIES MAKE ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, OF ANY KINDKIND OR NATURE WHATSOEVER, EITHER WITH RESPECT TO THE PROPERTY, AND ALL SUCH WARRANTIES ARE HEREBY DISCLAIMED. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING PROVISIONS, SELLER MAKES, AND SHALL MAKE, NO EXPRESS OR IMPLIED WARRANTY AS TO: (I) MATTERS OF TITLE (OTHER THAN SELLER’S LIMITED WARRANTY OF TITLE SET FORTH IN THE DEED AT CLOSING), (II) ZONING, (III) TAX CONSEQUENCES, (IV) PHYSICAL OR ENVIRONMENTAL CONDITION (INCLUDING, WITHOUT LIMITATION, LAWS, RULES, REGULATIONS, ORDERS AND EXPRESSLY DISCLAIMS REQUIREMENTS PERTAINING TO THE USE, HANDLING, GENERATION, TREATMENT, STORAGE OR DISPOSAL OF ANY TOXIC OR HAZARDOUS WASTE OR TOXIC, HAZARDOUS OR REGULATED SUBSTANCE AND FURTHER INCLUDING, WITHOUT LIMITATION, THE COMPREHENSIVE ENVIRONMENTAL RESPONSE AND COMPENSATION AND LIABILITY ACT, THE RESOURCE CONSERVATION AND RECOVERY ACT, THE CLEAN WATER ACT, THE SOLID WASTE DISPOSAL ACT, THE FEDERAL WATER POLLUTION CONTROL ACT, THE OIL POLLUTION ACT, THE FEDERAL CLEAN AIR ACT, THE FEDERAL INSECTICIDE, FUNGICIDE AND RODENTICIDE ACT, AND ANY AND ALL IMPLIED WARRANTIESSTATE LAWS SIMILAR TO THE FOREGOING, EACH AS MAY BE AMENDED FROM TIME TO TIME, AND INCLUDING ANY AND ALL REGULATIONS, RULES OR POLICIES PROMULGATED THEREUNDER (HEREIN COLLECTIVELY CALLED THE “ENVIRONMENTAL LAWS”), (V) VALUATION, (VI) GOVERNMENTAL APPROVALS, GOVERNMENTAL REGULATIONS OR ANY OTHER MATTER OR THING RELATING TO OR AFFECTING THE PROPERTY, (VII) THE USE, INCOME POTENTIAL, EXPENSES, OPERATION OR CHARACTERISTICS OF THE PROPERTY OR ANY PORTION THEREOF, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF SUITABILITY, HABITABILITY, MERCHANTABILITY, DESIGN OR FITNESS FOR ANY SPECIFIC PURPOSE OR FOR A PARTICULAR PURPOSE, OR GOOD OR WORKMANLIKE CONSTRUCTION, (VIII) THE NATURE, MANNER, CONSTRUCTION, CONDITION, STATE OF REPAIR OR LACK OF REPAIR OF ANY OF THE IMPROVEMENTS, ON THE SURFACE OR SUBSURFACE THEREOF WHETHER OR NOT OBVIOUS, VISIBLE OR APPARENT, (IX) THE NATURE OR QUALITY OF CONSTRUCTION, STRUCTURAL DESIGN OR ENGINEERING OF THE PROPERTY, (X) THE SOIL CONDITIONS, DRAINAGE, FLOODING CHARACTERISTICS, UTILITIES OR OTHER CONDITIONS EXISTING IN, ON OR UNDER THE PROPERTY, AND (XI) THE PRESENCE OR EXISTENCE OF MOLD OR OTHER ORGANISMS, LEAD BASED PAINT OR WATER PENETRATION IN OR ABOUT THE IMPROVEMENTS (HEREIN COLLECTIVELY CALLED THE “DISCLAIMED MATTERS”). BUYER AGREES THAT, WITH RESPECT TO THE PROPERTY, BUYER HAS NOT RELIED UPON AND WILL NOT RELY UPON, EITHER DIRECTLY OR INDIRECTLY, ANY REPRESENTATION OR WARRANTY OF SELLER. BUYER WILL CONDUCT SUCH INSPECTIONS AND INVESTIGATIONS OF THE PROPERTY (INCLUDING, BUT NOT LIMITED TO, THE PHYSICAL AND ENVIRONMENTAL CONDITION THEREOF) AND RELY UPON SAME AND, UPON CLOSING, SHALL ASSUME THE RISK THAT ADVERSE MATTERS, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED DISCLAIMED MATTERS, MAY NOT HAVE BEEN REVEALED BY BUYER’S INSPECTIONS AND INVESTIGATIONS. SUCH INSPECTIONS AND INVESTIGATIONS OF BUYER SHALL BE DEEMED TO INCLUDE AN ENVIRONMENTAL AUDIT OF THE PROPERTY, AN INSPECTION OF THE PHYSICAL COMPONENTS AND GENERAL CONDITION OF ALL PORTIONS OF THE PROPERTY, SUCH STATE OF FACTS AS AN ACCURATE SURVEY AND INSPECTION OF THE PROPERTY WOULD SHOW, PRESENT AND FUTURE ZONING AND LAND USE ORDINANCES, RESOLUTIONS AND REGULATIONS OF THE CITY, COUNTY AND STATE WHERE THE PROPERTY IS LOCATED AND THE VALUE AND MARKETABILITY OF THE PROPERTY. SELLER SHALL SELL AND CONVEY TO BUYER, AND BUYER SHALL ACCEPT, THE PROPERTY “AS IS”, “WHERE IS”, AND WITH ALL FAULTS, AND THERE ARE NO ORAL AGREEMENTS, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. OR REPRESENTATIONS, COLLATERAL TO OR AFFECTING THE ENTIRE RISK AS TO THE THEFT, CONVERSION, LOSS OF OR DAMAGE TO ANY USED VEHICLE IS WITH SELLER, EXCEPT TO THE EXTENT ANY SUCH THEFT, CONVERSION, LOSS OR DAMAGE IS CAUSED DIRECTLY AND SOLELY PROPERTY BY AN INTENTIONAL ACT OR OMISSION OF WOFC. IN NO EVENT WILL WOFC BE RESPONSIBLE FOR (I) ANY ACT OR OMISSION OF ANY PARTICIPATING AUCTION SELLER OR ANY THIRD PARTY. WITHOUT IN ANY WAY LIMITING ANY PROVISION OF ITS EMPLOYEESTHIS PARAGRAPH 11, AGENTS BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT IT HEREBY WAIVES, RELEASES AND DISCHARGES ANY CLAIM IT HAS, MIGHT HAVE HAD OR CONTRACTORS OR (II) FOR ANY LOSSES, COSTS OR DAMAGES DUE TO OR CAUSED BY EVENTS BEYOND WOFC’S REASONABLE CONTROL, INCLUDING WITHOUT LIMITATION, NATURAL CATASTROPHES, WEATHER, STORMS, FLOODS, HAIL, LIGHTNING, ACTS OF GOD, FIRE, WIND, WAR, CIVIL DISTURBANCES OR RIOTS. MAY HAVE AGAINST SELLER EXPRESSLY ASSUMES ALL OF THE ABOVE RISKS.WITH RESPECT TO:

Representations and Warranties Disclaimers. Each of Seller and WOFC warrants that it has the right to enter into this Agreement and perform its obligations under this Agreement. Seller represents and warrants that it has the right to provide the Used Vehicles to WOFC for disposition and that Seller has good, clean and marketable title to each Used Vehicle. WOFC does NOT make, and expressly disclaims, any representation or warranty (i) with respect to the title, merchantability or condition of any Used Vehicle, (ii) regarding the repair or appearance reconditioning or any such related service provided by a Participating Auction, (iii) that any Used Vehicle will be sold, (ii) the price at which any Used Vehicle will be sold, or (iii) that the Used Vehicles will meet any potential buyer’s requirements or expectations for sale. THE SERVICES TO BE SITE AND ALL COMPANY IP ARE PROVIDED BY WOFC PURSUANT TO THIS AGREEMENT ARE ON AN "“AS IS" BASIS” AND “AS AVAILABLE.” THERE ARE NO WARRANTIES, WITHOUT WARRANTIES OF CLAIMS OR REPRESENTATIONS MADE BY COMPANY (OR ANY KIND. EXCEPT AS EXPRESSLY SET FORTH HEREINMEMBER, WOFC MAKES NO WARRANTIES OF ANY KINDOFFICER, EMPLOYEE OR AGENT THEREOF), EITHER EXPRESS OR IMPLIED AND EXPRESSLY DISCLAIMS IMPLIED, WITH RESPECT TO THE SITE OR ANY AND ALL IMPLIED WARRANTIESCOMPANY IP, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND QUALITY, PERFORMANCE, NON-INFRINGEMENT, MERCHANTABILITY, TITLE OR FITNESS FOR A PARTICULAR PURPOSE, NOR ARE THERE ANY WARRANTIES CREATED BY COURSE OF DEALING, COURSE OF PERFORMANCE, OR TRADE USAGE. THE ENTIRE RISK AS TO INFORMATION AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THE THEFT, CONVERSION, LOSS OF SITE OR DAMAGE TO ANY USED VEHICLE IS WITH SELLER, EXCEPT TO THE EXTENT ANY SUCH THEFT, CONVERSION, LOSS SERVICES MAY INCLUDE INACCURACIES OR DAMAGE IS CAUSED DIRECTLY AND SOLELY BY AN INTENTIONAL ACT OR OMISSION OF WOFCTYPOGRAPHICAL ERRORS. IN NO EVENT WILL WOFC BE RESPONSIBLE FOR COMPANY (I) ANY ACT OR OMISSION OF ANY PARTICIPATING AUCTION OR ANY MEMBER, OFFICER, EMPLOYEE OR AGENT THEREOF) DOES NOT WARRANT THAT (A) THE SITE OR OTHER COMPANY IP WILL MEET YOUR NEEDS, (B) THE SITE OR OTHER COMPANY IP WILL BE ERROR-FREE OR ACCESSIBLE AT ALL TIMES, (C) DEFECTS WILL BE CORRECTED, (D) THE SITE OR THE SERVER THAT MAKES THE SITE AVAILABLE ARE FREE OF ITS EMPLOYEESVIRUSES OR OTHER HARMFUL COMPONENTS, AGENTS OR CONTRACTORS OR (IIE) FOR ANY LOSSES, COSTS THE USE OR DAMAGES DUE TO OR CAUSED BY EVENTS BEYOND WOFC’S REASONABLE CONTROL, INCLUDING WITHOUT LIMITATION, NATURAL CATASTROPHES, WEATHER, STORMS, FLOODS, HAIL, LIGHTNING, ACTS OF GOD, FIRE, WIND, WAR, CIVIL DISTURBANCES OR RIOTS. SELLER EXPRESSLY ASSUMES ALL THE RESULTS OF THE ABOVE RISKSUSE OF THE SITE OR THE CONTENT MADE AVAILABLE AS PART OF THE SITE WILL BE CORRECT, ACCURATE, TIMELY OR OTHERWISE RELIABLE. YOU ASSUME ALL RESPONSIBILITY FOR SELECTION AND USE OF CONTENT AND ALL OTHER COMPANY IP. The foregoing exclusions and disclaimers are an essential part of these terms and formed the basis for determining the price charged for the services. Some states do not allow exclusion of an implied warranty, so this disclaimer may not apply to you.

Representations and Warranties Disclaimers. Each of Seller and WOFC warrants that it has the right to enter into this Agreement and perform its obligations under this Agreement. Seller represents and warrants that it has the right to provide the Used Vehicles to WOFC for disposition and that Seller has good(a) EXCEPT FOR SELLER’S EXPRESS REPRESENTATIONS AND WARRANTIES SET FORTH IN PARAGRAPH 11(D) BELOW OR IN ANY DOCUMENT OR INSTRUMENT EXECUTED AND DELIVERED BY SELLER TO BUYER IN CONNECTION WITH CLOSING (EACH A “CLOSING DOCUMENT”), clean and marketable title to each Used Vehicle. WOFC does NOT makeSELLER DOES NOT, and expressly disclaimsBY THE EXECUTION AND DELIVERY OF THIS AGREEMENT, any representation or warranty (i) with respect to the titleAND SELLER SHALL NOT, merchantability or condition of any Used Vehicle, (ii) regarding the repair or appearance reconditioning or any such related service provided by a Participating Auction, (iii) that any Used Vehicle will be sold, (ii) the price at which any Used Vehicle will be sold, or (iii) that the Used Vehicles will meet any potential buyer’s requirements or expectations for sale. BY THE SERVICES TO BE PROVIDED BY WOFC PURSUANT TO THIS AGREEMENT ARE ON AN "AS IS" BASIS, WITHOUT WARRANTIES EXECUTION AND DELIVERY OF ANY KINDDOCUMENT OR INSTRUMENT EXECUTED AND DELIVERED IN CONNECTION WITH CLOSING, MAKE ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, OF ANY KIND OR NATURE WHATSOEVER, WITH RESPECT TO THE PROPERTY, AND ALL SUCH WARRANTIES ARE HEREBY DISCLAIMED. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING PROVISIONS, EXCEPT AS EXPRESSLY FOR SELLER’S EXPRESS REPRESENTATIONS AND WARRANTIES SET FORTH HEREININ PARAGRAPH 11(D) BELOW OR IN ANY CLOSING DOCUMENT, WOFC MAKES SELLER MAKES, AND SHALL MAKE, NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED WARRANTY AS TO: (I) MATTERS OF TITLE, (II) ZONING, (III) TAX CONSEQUENCES, (IV) PHYSICAL OR ENVIRONMENTAL CONDITION (INCLUDING, WITHOUT LIMITATION, LAWS, RULES, REGULATIONS, ORDERS AND EXPRESSLY DISCLAIMS REQUIREMENTS PERTAINING TO THE USE, HANDLING, GENERATION, TREATMENT, STORAGE OR DISPOSAL OF ANY TOXIC OR HAZARDOUS WASTE OR TOXIC, HAZARDOUS OR REGULATED SUBSTANCE AND FURTHER INCLUDING, WITHOUT LIMITATION, THE COMPREHENSIVE ENVIRONMENTAL RESPONSE AND COMPENSATION AND LIABILITY ACT, THE RESOURCE CONSERVATION AND RECOVERY ACT, THE CLEAN WATER ACT, THE SOLID WASTE DISPOSAL ACT, THE FEDERAL WATER POLLUTION CONTROL ACT, THE OIL POLLUTION ACT, THE FEDERAL CLEAN AIR ACT, THE FEDERAL INSECTICIDE, FUNGICIDE AND RODENTICIDE ACT, AND ANY AND ALL IMPLIED WARRANTIESSTATE LAWS SIMILAR TO THE FOREGOING, EACH AS MAY BE AMENDED FROM TIME TO TIME, AND INCLUDING ANY AND ALL REGULATIONS, RULES OR POLICIES PROMULGATED THEREUNDER (HEREIN COLLECTIVELY CALLED THE “ENVIRONMENTAL LAWS”), (V) VALUATION, (VI) GOVERNMENTAL APPROVALS, GOVERNMENTAL REGULATIONS OR ANY OTHER MATTER OR THING RELATING TO OR AFFECTING THE PROPERTY, (VII) THE USE, INCOME POTENTIAL, EXPENSES, OPERATION OR CHARACTERISTICS OF THE PROPERTY OR ANY PORTION THEREOF, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF SUITABILITY, HABITABILITY, MERCHANTABILITY, DESIGN OR FITNESS FOR ANY SPECIFIC PURPOSE OR FOR A PARTICULAR PURPOSE, OR GOOD OR WORKMANLIKE CONSTRUCTION, (VIII) THE NATURE, MANNER, CONSTRUCTION, CONDITION, STATE OF REPAIR OR LACK OF REPAIR OF ANY OF THE IMPROVEMENTS, ON THE SURFACE OR SUBSURFACE THEREOF WHETHER OR NOT OBVIOUS, VISIBLE OR APPARENT, (IX) THE NATURE OR QUALITY OF CONSTRUCTION, STRUCTURAL DESIGN OR ENGINEERING OF THE PROPERTY, (X) THE SOIL CONDITIONS, DRAINAGE, FLOODING CHARACTERISTICS, UTILITIES OR OTHER CONDITIONS EXISTING IN, ON OR UNDER THE PROPERTY, AND (XI) THE PRESENCE OR EXISTENCE OF MOLD OR OTHER ORGANISMS, LEAD BASED PAINT OR WATER PENETRATION IN OR ABOUT THE IMPROVEMENTS (HEREIN COLLECTIVELY CALLED THE “DISCLAIMED MATTERS”). BUYER AGREES THAT, EXCEPT FOR SELLER’S EXPRESS REPRESENTATIONS AND WARRANTIES SET FORTH IN PARAGRAPH 11(D) BELOW OR IN ANY CLOSING DOCUMENT, WITH RESPECT TO THE PROPERTY, BUYER HAS NOT RELIED UPON AND WILL NOT RELY UPON, EITHER DIRECTLY OR INDIRECTLY, ANY REPRESENTATION OR WARRANTY OF SELLER. BUYER WILL CONDUCT SUCH INSPECTIONS AND INVESTIGATIONS OF THE PROPERTY (INCLUDING, BUT NOT LIMITED TO, THE PHYSICAL AND ENVIRONMENTAL CONDITION THEREOF) AND RELY UPON SAME AND, UPON CLOSING, SHALL ASSUME THE RISK THAT ADVERSE MATTERS, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED DISCLAIMED MATTERS, MAY NOT HAVE BEEN REVEALED BY BUYER’S INSPECTIONS AND INVESTIGATIONS. SUCH INSPECTIONS AND INVESTIGATIONS OF BUYER SHALL BE DEEMED TO INCLUDE AN ENVIRONMENTAL AUDIT OF THE PROPERTY, AN INSPECTION OF THE PHYSICAL COMPONENTS AND GENERAL CONDITION OF ALL PORTIONS OF THE PROPERTY, SUCH STATE OF FACTS AS AN ACCURATE SURVEY AND INSPECTION OF THE PROPERTY WOULD SHOW, PRESENT AND FUTURE ZONING AND LAND USE ORDINANCES, RESOLUTIONS AND REGULATIONS OF THE CITY, COUNTY AND STATE WHERE THE PROPERTY IS LOCATED AND THE VALUE AND MARKETABILITY OF THE PROPERTY. SELLER SHALL SELL AND CONVEY TO BUYER, AND BUYER SHALL ACCEPT, THE PROPERTY “AS IS”, “WHERE IS”, AND WITH ALL FAULTS, AND THERE ARE NO ORAL AGREEMENTS, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. OR REPRESENTATIONS, COLLATERAL TO OR AFFECTING THE ENTIRE RISK AS TO THE THEFT, CONVERSION, LOSS OF OR DAMAGE TO ANY USED VEHICLE IS WITH SELLER, EXCEPT TO THE EXTENT ANY SUCH THEFT, CONVERSION, LOSS OR DAMAGE IS CAUSED DIRECTLY AND SOLELY PROPERTY BY AN INTENTIONAL ACT OR OMISSION OF WOFC. IN NO EVENT WILL WOFC BE RESPONSIBLE FOR (I) ANY ACT OR OMISSION OF ANY PARTICIPATING AUCTION SELLER OR ANY THIRD PARTY. WITHOUT IN ANY WAY LIMITING ANY PROVISION OF ITS EMPLOYEESTHIS PARAGRAPH 11, AGENTS BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT IT HEREBY WAIVES, RELEASES AND DISCHARGES ANY CLAIM IT HAS, MIGHT HAVE HAD OR CONTRACTORS OR (II) FOR ANY LOSSES, COSTS OR DAMAGES DUE TO OR CAUSED BY EVENTS BEYOND WOFC’S REASONABLE CONTROL, INCLUDING WITHOUT LIMITATION, NATURAL CATASTROPHES, WEATHER, STORMS, FLOODS, HAIL, LIGHTNING, ACTS OF GOD, FIRE, WIND, WAR, CIVIL DISTURBANCES OR RIOTS. MAY HAVE AGAINST SELLER EXPRESSLY ASSUMES ALL OF THE ABOVE RISKS.WITH RESPECT TO: