AS IS. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, OR IN ANY DOCUMENTS TO BE DELIVERED BY ANY HPT SELLER HEREUNDER TO TA PURCHASER, NO HPT SELLER HAS MADE, AND TA PURCHASER HAS NOT RELIED ON, ANY INFORMATION, PROMISE, REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, REGARDING ANY PROPERTY (WHETHER MADE BY AN HPT SELLER, ON AN HPT SELLER’S BEHALF OR OTHERWISE) INCLUDING THE PHYSICAL CONDITION OF ANY REAL PROPERTY, TITLE TO OR THE BOUNDARIES OF ANY REAL PROPERTY, PEST CONTROL MATTERS, SOIL CONDITIONS, THE PRESENCE, EXISTENCE OR ABSENCE OF HAZARDOUS MATERIALS, TOXIC SUBSTANCES OR OTHER ENVIRONMENTAL MATTERS, COMPLIANCE WITH BUILDING, HEALTH, SAFETY, LAND USE AND ZONING LAWS, REGULATIONS AND ORDERS, STRUCTURAL AND OTHER ENGINEERING CHARACTERISTICS, TRAFFIC PATTERNS, MARKET DATA, ECONOMIC CONDITIONS OR PROJECTIONS, THE ADEQUACY OF ANY REAL PROPERTY FOR TA PURCHASER’S INTENDED USE, AND ANY OTHER INFORMATION PERTAINING TO THE REAL PROPERTY AND PHYSICAL ENVIRONMENTS IN WHICH IT IS LOCATED. THIS SECTION 3.4 SHALL SURVIVE THE CLOSING.
AS IS. Sale. The representations and warranties set forth in Section 3, Section 4 and Section 5 constitute the sole and exclusive representations and warranties of each Seller in connection with the transactions contemplated hereby. There are no representations, warranties, covenants, understandings or agreements among the Parties regarding the Interests, the Companies, the Assets, the Projects or their transfer or title thereto other than those incorporated in this Agreement. Except for the representations and warranties expressly set forth in Section 3, Section 4 and Section 5, Buyers disclaim reliance on any representations, warranties or guarantees, either express or implied, by any Seller including but not limited to any representation or warranty expressed or implied in any oral, written or electronic response to any information request provided to Buyers. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN (INCLUDING ANY SCHEDULE HERETO OR IN ANY DOCUMENT DELIVERED BY SELLER IN CONNECTION WITH THE CLOSING), (i) BUYERS ACKNOWLEDGE AND AGREE THAT THE ASSETS AND THE INTERESTS ARE “AS IS, WHERE IS” ON THE EFFECTIVE DATE, AND IN THEIR CONDITION ON THE EFFECTIVE DATE, AND (ii) THAT PRIOR TO THE EXECUTION OF THIS AGREEMENT, BUYERS HAVE CONDUCTED TO THEIR SATISFACTION ALL NECESSARY AND SUFFICIENT EXAMINATION OF THE ASSETS, AND THE PROJECTS; AND (iii) THAT BUYERS ARE RELYING ON THEIR OWN EXAMINATION OF THE ASSETS AND THE PROJECTS, AND ARE NOT RELYING ON ANY REPRESENTATION OR WARRANTY MADE BY OR ON BEHALF OF SELLERS, OR ANY BROKER OR INVESTMENT BANKER. BUYERS FURTHER ACKNOWLEDGE AND AGREE THAT EXCEPT AS TO SURVIVING LIABILITIES, THE REPRESENTATIONS AND WARRANTIES OF THE PARTIES SET FORTH IN THIS AGREEMENT TERMINATE AS OF THE EFFECTIVE DATE OR TERMINATION OF THIS AGREEMENT PURSUANT TO SECTION 13.1 (OTHER THAN THOSE CONTAINED IN SECTIONS 6.4, 6.6, 6.8 AND 6.9, WHICH SHALL SURVIVE THE CLOSING INDEFINITELY), AND THAT FOLLOWING THE EFFECTIVE DATE OR SUCH TERMINATION, AS THE CASE MAY BE, BUYERS SHALL HAVE NO RECOURSE AGAINST SELLERS BASED ON ANY BREACH OF SUCH REPRESENTATIONS AND WARRANTIES, EXCEPT TO THE EXTENT SUCH BREACH CONSTITUTES A SURVIVING LIABILITY, OR OTHERWISE AMOUNTS TO A FRAUD OR VIOLATION OF SECURITIES LAWS. Purchase and Sale Agreement Confidential
AS IS. Market Value” means the Fee Simple Interest value of the property appraised in the condition observed upon inspection and as it physically and legally exists at the time of the appraisal without hypothetical conditions, assumptions, or qualifications on the effective date of the appraisal, and under the following conditions:
More Definitions of AS IS
AS IS means that the Government may, at its option, furnish Government property in an “as-is” condition. In such cases, the Government makes no warranty with respect to the serviceability and/or suitability of the Government property for contract performance. Any repairs, replacement, and/or refurbishment shall be at the contractor's expense.
AS IS. BASIS: Subject only to Paragraph 44 and to Landlord making the improvements shown on Exhibit B to be attached hereto, it is hereby agreed that the Premises leased hereunder is leased strictly on an "as-is" basis and in its present condition, and in the configuration as shown on Exhibit B to be attached hereto, and by reference made a part hereof. Except as noted herein, it is specifically agreed between the parties that after Landlord makes the interior improvements as shown on Exhibit B, Landlord shall not be required to make, nor be responsible for any cost, in connection with any repair, restoration, and/or improvement to the Premises in order for this Lease to commence, or thereafter, throughout the Term of this Lease. Notwithstanding anything to the contrary within this Lease, Landlord makes no warranty or representation of any kind or nature whatsoever as to the condition or repair of the Premises, nor as to the use or occupancy which may be made thereof.
AS IS means a used motor vehicle sold by a dealer to a consumer without any warranty, either express or implied, and with the consumer being solely responsible for the cost of any repairs to that motor vehicle.
AS IS means the term used to notify Licensee that no express or implied warranty regarding the Site and Licensed Area is provided by the Judicial Council. Licensee therefore takes the Site and Licensed Area at Licensee's own risk, without recourse against the Judicial Council or State for their condition or performance.
AS IS. BASIS: Subject only to Paragraphs 47, 54 and 55, and to Landlord ------------ making the improvements shown on Exhibit B to be attached hereto, it is hereby --------- agreed that the Premises leased hereunder is leased strictly on an "as-is" basis and in its present condition, and in the configuration as shown on Exhibit B to --------- be attached hereto, and by reference made a part hereof. Except as noted herein, it is specifically agreed between the parties that after Landlord makes the interior improvements as shown on Exhibit B, Landlord shall not be required to --------- make, nor be responsible for any cost, in connection with any repair, restoration, and/or improvement to the Premises in order for this Lease to commence, or thereafter, throughout the Term of this Lease. Landlord makes no warranty or representation of any kind or nature whatsoever as to the condition or repair of the Premises, nor as to the use or occupancy which may be made thereof.
AS IS. BASIS: Subject only to Paragraph 55 ("Compliance") and to Landlord constructing the improvements shown on Exhibit B attached hereto, it is hereby agreed that the Premises leased hereunder is leased strictly on an "as-is" basis and in its present condition, and in the configuration as shown on Exhibit B attached hereto, and by reference made a part hereof. Except as noted herein, it is specifically agreed between the parties that after Landlord constructs the interior improvements as shown on Exhibit B, Landlord shall not be required to make, nor be responsible for any cost, in connection with any repair, restoration, and/or improvement to the Premises in order for this Lease to commence, or thereafter, throughout the Term of this Lease. Notwithstanding anything to the contrary within this Lease, Landlord makes no warranty or representation of any kind or nature whatsoever as to the condition or repair of the Premises, nor as to the use or occupancy which may be made thereof. In addition to and notwithstanding anything to the contrary in Paragraphs 8 and this Paragraph 44 of this Lease, Tenant shall have thirty (30) days after the Commencement Date to provide Landlord with a written "punch list" pertaining to defects in the interior improvements constructed by Landlord for Tenant. As soon as reasonably possible thereafter, Landlord, or one of Landlord's representatives (if so approved by Landlord), and Tenant shall conduct a joint walk-through of the Premises (if Landlord so requires), and inspect such Tenant Improvements, using their best efforts to agree on the incomplete or defective construction related to the Tenant Improvements installed for Tenant by Landlord. After such inspection has been completed, Landlord shall prepare, and both parties shall sign, a list of all "punch list" items which the parties reasonably agree are (i) to be corrected by Landlord (but which shall exclude any damage or defects caused by Tenant, its employees, agents or parties Tenant has contracted with to work on the Premises) or (ii) if said defects and/or damaged item(s) are not material, Landlord may elect, in its sole and absolute discretion, not to repair such item(s), but to acknowledge in written form the defect and/or damaged item(s); in which case, notwithstanding anything to the contrary in said Lease Paragraph 8 ("Acceptance and Surrender"), Tenant shall not be responsible upon Lease Termination to repair said item(s) so noted by Landlord, Landlord shall have thir...
AS IS. “Where Is”. The Purchaser has received all of the information and documentation it requires in connection with the Assets and, except as expressly provided herein, is acquiring its interest in the Assets in an “as is” “where is” condition.