Common use of Representations Limited Clause in Contracts

Representations Limited. Each of Buyer and Parent acknowledges that, except as expressly set forth in this Agreement, neither the Sellers, nor any of their respective Representatives or Affiliates, make any representations or warranties with respect to (a) any projection, estimate or budget delivered or made available to Parent, Buyer or their Affiliates or Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of or with respect to any Purchased Assets (whether now or with respect to the future of the business conducted with the Purchased Assets) or (b) any other information or documents made available to Parent, Buyer or their Representatives with respect to any assets of the Sellers, any Purchased Assets, the business conducted by the Sellers with the Purchased Assets and/or any Liabilities or operations of the Sellers. Each of Parent and Buyer further acknowledges, on behalf of itself and its Affiliates, that it has not relied on any representation not expressly set forth in this Agreement. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY AND SPECIFICALLY MADE IN ARTICLE II (AS MODIFIED BY THE DISCLOSURE SCHEDULES), AND THE OTHER TRANSACTION DOCUMENTS, EACH OF BUYER AND PARENT, ON BEHALF OF ITSELF AND ITS AFFILIATES, REPRESENTATIVES, SUCCESSORS AND PERMITTED ASSIGNS, HEREBY IRREVOCABLY WAIVES ANY WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, AS TO THE QUALITY, VALUE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR CONDITION OF THE PURCHASED ASSETS OR ANY PART THEREOF.

Representations Limited. Each A. Purchaser acknowledges that it has or will be afforded the opportunity for itself and its engineers, contractors and other representatives of Buyer its choosing, to inspect the Property and Parent acknowledges thatall matters relating thereto. EXCEPT AS SPECIFICALLY SET FORTH HEREIN THE PROPERTY WILL BE CONVEYED (“AS IS”, “WHERE IS”) AND WITH ALL FAULTS AND SELLER MAKES NO REPRESENTATION OR WARRANTY WHATSOEVER WHETHER EXPRESSED, IMPLIED OR STATUTORY WITH RESPECT TO THE PROPERTY, THE AVAILABILITY OF UTILITIES, ACCESS OF THE PROPERTY, TO PUBLIC ROADS, OR THE CONDITION, ADEQUACY OR SUITABILITY OF THE PROPERTY FOR PURCHASER’S PURPOSES. PURCHASER AGREES THAT EXCEPT AS SET FORTH IN PARAGRAPH 3 OF THIS AGREEMENT PURCHASER IS NOT RELYING ON ANY REPRESENTATION OR WARRANTY OF SELLER OR ANY AGENT, EMPLOYEE, REPRESENTATIVE, DIRECTOR OR OFFICER OF SELLER, AND THAT PURCHASER IS BUYING THE PROPERTY (“AS IS”, “WHERE IS”), SUBJECT TO ALL FAULTS AND WITHOUT ANY EXPRESSED OR IMPLIED WARRANTIES OF ANY KIND, INCLUDING BUT NOT LIMITED TO, MATERIALS, WORKMANSHIP, GOOD AND WORKMANLIKE CONSTRUCTION, DESIGN, CONDITION, HABITABILITY, TENANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY OR THE ENVIRONMENTAL CONDITION OF THE PROPERTY AND THE PRESENCE OF OR CONTAMINATION BY HAZARDOUS MATERIALS OR THE PRESENT OR PAST EXISTENCE OF UNDERGROUND STORAGE TANKS AND SELLER HEREBY DISCLAIMS ANY SUCH WARRANTY. PURCHASER HAS DETERMINED OR WILL HEREAFTER DETERMINE (1) THE PHYSICAL CONDITION OF THE SUBJECT PREMISES AND THAT THERE IS NO DEFECT OR CONDITION WHICH IS UNACCEPTABLE TO PURCHASER, (II) WHETHER ANY PORTION OF THE SUBJECT PREMISES LIES IN ANY FLOOD PLAIN, FLOOD WAY OR SPECIAL FLOOD HAZARD AREA, (III) WHETHER ANY GEOLOGICAL FAULT OR UNSATISFACTORY SOIL CONDITION EXISTS ON ANY PORTION OF THE PROPERTY, AND (IV) THAT ALL ENVIRONMENTAL CONDITIONS RELATING TO THE PROPERTY ARE ACCEPTABLE TO PURCHASER. Except as set forth herein Purchaser releases Seller from all responsibility and liability regarding the condition or utility of the Property and the Personal Property. It is expressly understood and agreed that Seller shall not be obligated to make any alterations, repairs or improvements to the Property. B. Purchaser affirms that except as expressly specifically set forth in this Agreementherein Seller has not made nor has Purchaser relied upon any representation, neither the Sellersexpress or implied, nor or promise made by Seller, or any of their respective Representatives its employees or Affiliatesagents, make any representations or warranties with respect to (a) any projection, estimate or budget delivered or made available to Parent, Buyer or their Affiliates or Representatives of future revenues, future results of operations (or any component thereof)broker, future cash flows or future financial condition (or any component thereof) of or with respect to any Purchased Assets (whether now or with respect to the future of the business conducted with the Purchased Assets) Property or (b) any other information or documents made available to Parentits operation, Buyer or their Representatives with respect to any assets of the Sellers, any Purchased Assets, the business conducted by the Sellers with the Purchased Assets and/or any Liabilities or operations of the Sellers. Each of Parent and Buyer further acknowledges, on behalf of itself and its Affiliates, that it has not relied on any representation not expressly except as specifically set forth in this Agreement. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY AND SPECIFICALLY MADE IN ARTICLE II (AS MODIFIED BY THE DISCLOSURE SCHEDULES)Purchaser agrees that except as specifically set forth in paragraph 3 of this Agreement any information of any type with respect to the Property which Purchaser has received or may receive from Seller, AND THE OTHER TRANSACTION DOCUMENTSor any of its employees or agents of any broker, EACH OF BUYER AND PARENTwas furnished on the express condition that Purchaser make an independent verification of the accuracy of any and all such information, ON BEHALF OF ITSELF AND ITS AFFILIATESall such information being furnished without any warranty whatsoever, REPRESENTATIVESexcept as specifically set forth in this Agreement. Purchaser agrees that it shall not assert any liability against Seller and/or its agents and/or its employees for furnishing such information. Nothing contained in this paragraph 9 shall limit the express representations, SUCCESSORS AND PERMITTED ASSIGNS, HEREBY IRREVOCABLY WAIVES ANY WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, AS TO THE QUALITY, VALUE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR CONDITION OF THE PURCHASED ASSETS OR ANY PART THEREOFcovenants and indemnities of Seller contained in this Agreement and/or the documents delivered by Seller at Closing and the rights and remedies of Purchaser with respect thereto.