AS-IS Sample Clauses

AS-IS. BUYER ACKNOWLEDGES THAT THE CONVEYANCE OF THE PROPERTY IS MADE “AS-IS” AND “WHERE-IS,” WITHOUT ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED (EXCEPT AS TO TITLE AS LIMITED BY SPECIAL WARRANTY OR ANY EXPRESS REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS CONTRACT), INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF FITNESS FOR ANY PARTICULAR PURPOSE OR MERCHANTABILITY OR ANY OTHER WARRANTIES CONTAINED IN OR CREATED BY THE UNIFORM COMMERCIAL CODE OR OTHERWISE. BUYER ACKNOWLEDGES THAT, EXCEPT AS EXPRESSLY PROVIDED IN THIS CONTRACT, NEITHER SELLER NOR ANY OF ITS AGENTS HAVE MADE ANY REPRESENTATIONS, WARRANTIES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, CONCERNING (i) THE VALUE, NATURE, QUALITY OR CONDITION OF THE PROPERTY, (ii) THE SUITABILITY OF THE PROPERTY FOR ANY USES WHICH MAY BE CONDUCTED THEREON, (iii) THE COMPLIANCE OF THE PROPERTY WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY, (iv) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTY, OR (v) ANY OTHER MATTER WITH RESPECT TO THE PROPERTY, AND THAT NEITHER SELLER NOR ANY OF ITS AGENTS HAVE MADE (EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS CONTRACT), ANY REPRESENTATIONS OR WARRANTIES REGARDING COMPLIANCE OF THE PROPERTY WITH ANY ENVIRONMENTAL REQUIREMENTS. BUYER SHALL RELY SOLELY ON ITS OWN INVESTIGATION OF THE PROPERTY AND NOT ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY SELLER OR ITS AGENTS, EXCEPT AS EXPRESSLY SET FORTH IN THIS CONTRACT. EXCEPT AS EXPRESSLY SET FORTH IN THIS CONTRACT, SELLER SHALL NOT BE LIABLE IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PROPERTY OR THE OPERATION THEREOF, FURNISHED BY ANY PARTY PURPORTING TO ACT ON BEHALF OF SELLER. The provisions of this Section 7.5 shall survive Closing or any termination of this Contract.
AutoNDA by SimpleDocs
AS-IS. Except for Seller’s Representations, the Property is expressly purchased and sold “AS IS,” “WHERE IS,” and “WITH ALL FAULTS.” The Purchase Price and the terms and conditions set forth herein are the result of arm’s-length bargaining between entities familiar with transactions of this kind, and said price, terms and conditions reflect the fact that Purchaser shall have the benefit of, and is not relying upon, any information provided by Seller or Broker or statements, representations or warranties, express or implied, made by or enforceable directly against Seller or Broker, including, without limitation, any relating to the value of the Property, the physical or environmental condition of the Property, any state, federal, county or local law, ordinance, order or permit; or the suitability, compliance or lack of compliance of the Property with any regulation, or any other attribute or matter of or relating to the Property (other than any covenants of title contained in the Deed conveying the Property and Seller’s Representations). Purchaser agrees that Seller shall not be responsible or liable to Purchaser for any defects, errors or omissions, or on account of any conditions affecting the Property. Purchaser, its successors and assigns, and anyone claiming by, through or under Purchaser, hereby fully releases Seller’s Indemnified Parties from, and irrevocably waives its right to maintain, any and all claims and causes of action that it or they may now have or hereafter acquire against Seller’s Indemnified Parties with respect to any and all Losses arising from or related to any defects, errors, omissions or other conditions affecting the Property. Purchaser represents and warrants that, as of the date hereof and as of the Closing Date, it has and shall have reviewed and conducted such independent analyses, studies (including, without limitation, environmental studies and analyses concerning the presence of lead, asbestos, water intrusion and/or fungal growth and any resulting damage, PCBs and radon in and about the Property), reports, investigations and inspections as it deems appropriate in connection with the Property. If Seller provides or has provided any documents, summaries, opinions or work product of consultants, surveyors, architects, engineers, title companies, governmental authorities or any other person or entity with respect to the Property, including, without limitation, the offering prepared by Broker, Purchaser and Seller agree that Seller h...
AS-IS. Buyer or its Representatives to the extent they so desire shall have examined and inspected the Property and the Purchased Assets prior to the execution of this Agreement, and subject to the provisions of Article IV, Article VII or this Article X, Buyer agrees to accept the Property and the Purchased Assets in an “AS IS, WHERE IS” condition as of the Closing. Buyer agrees that, except as provided in Article IV, Buyer is not relying upon any representations, statements or warranties (oral or written, implied or express) of any officer, employee, agent or Representative of Seller or its Affiliates, or any salesperson or broker (if any) involved in this transaction as to the Property or the Purchased Assets, including: (a) any representation, statements or warranties as to the physical condition of the Property or Purchased Assets; (b) the fitness and/or suitability of the Property and Purchased Assets for use as a resort, hotel and/or casino; (c) the financial performance of the Property or Purchased Assets; (d) the compliance of the Property or Purchased Assets with applicable building, zoning, subdivision, environmental or land use Laws, codes, ordinances, rules or regulations; (e) the state of repair of the Property or Purchased Assets; (f) the value of the Property or Purchased Assets; (g) the manner or quality of construction of the Property or Purchased Assets; (h) the income derived or to be derived from the Property and Purchased Assets; or (i) the fact that the Property and Purchased Assets may be located in flood zones, on earthquake faults or in seismic hazardous zones. Seller and its Affiliates make no representations or warranties as to merchantability or fitness for any particular purpose and no implied representations or warranties and disclaim all such representations and warranties. Without limiting the foregoing, and except as expressly set forth in Article IV, Seller and its Affiliates disclaim any warranty of title or non-infringement and any warranty arising by industry custom or course of dealing. Without limiting the generality of the foregoing, Buyer and its Affiliates acknowledge that neither Seller nor any of its Affiliates or their respective Representatives has made any representation or warranty with respect to any projections, forecasts or forward-looking statements made or made available to the Buyer or any of its Affiliates or their respective Representatives. Buyer and its Affiliates acknowledge that, in entering into this Ag...
AS-IS. Notwithstanding anything to the contrary contained in this Agreement, but subject to Seller’s representations and warranties set forth in this Agreement and in the documents to be executed by Seller at Closing, Purchaser shall acquire the Property from Seller at Closing in its then “as-is, where is” condition, without any other representations or warranties from Seller, express or implied, including any warranty of merchantability, habitability or fitness for a particular purpose.
AS-IS. We disclaim all implied warranties. You accept the apartment, fixtures, and furniture as is, except for condi- tions materially affecting the health or safety of ordinary persons. You’ll be given an Inventory & Condition form on or before move-in. Within 48 hours after move-in, you must note on the form all defects or damage, sign the form, and return it to us. Otherwise, everything will be considered to be in a clean, safe, and good working condition.
AS-IS. DISTRICT SHALL CONVEY THE PROPERTY TO DEVELOPER IN “AS IS”, “WHERE IS” CONDITION WITH ALL FAULTS AND DISTRICT MAKES NO REPRESENTATIONS OR WARRANTIES, EITHER EXPRESS OR IMPLIED, AS TO THE CONDITION OF THE PROPERTY OR ANY IMPROVEMENTS THEREON, AS TO THE SUITABILITY OR FITNESS OF THE PROPERTY OR ANY IMPROVEMENTS THEREON, AS TO ANY LAW, OR ANY OTHER MATTER AFFECTING THE USE, VALUE, OCCUPANCY, OR ENJOYMENT OF THE PROPERTY, OR, EXCEPT AS SET OUT IN SECTION 3.1, AS TO ANY OTHER MATTER WHATSOEVER. DISTRICT SHALL HAVE NO RESPONSIBILITY TO PREPARE THE PROPERTY IN ANY WAY FOR DEVELOPMENT AT ANY TIME. DEVELOPER ACKNOWLEDGES THAT NEITHER DISTRICT NOR ANY EMPLOYEE, REPRESENTATIVE, OR AGENT OF DISTRICT HAS MADE ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTY OR ANY IMPROVEMENTS THEREON. THE PROVISIONS HEREOF SHALL SURVIVE CLOSING OR THE EARLIER TERMINATION OF THIS AGREEMENT.
AS-IS. TENANT AGREES THAT IT IS NOT RELYING ON AND HEREBY DISCLAIMS ANY WARRANTY OR REPRESENTATION MADE BY LANDLORD, LANDLORD’ S AGENTS, OR ANY BROKER CONCERNING THE USE OR CONDITION OF THE PREMISES, COMMON AREAS OR THE PROJECT. TENANT ACKNOWLEDGES AND AGREES THAT IT ACCEPTS THE PREMISES IN THEIR “AS-IS, WHERE IS” PHYSICAL CONDITION AS OF THE DELIVERY DATE, WITHOUT ANY OBLIGATION BY LANDLORD TO PAINT, REDECORATE, OR PERFORM ANY OTHER WORK IN, ON OR ABOUT THE PREMISES AT ANY TIME, EXCEPT AS OTHERWISE SPECIFICALLY SET FORTH IN THIS LEASE. LANDLORD, ANY AGENT OF LANDLORD AND ANY BROKER HAVE NOT MADE, AND WILL NOT MAKE, ANY WARRANTY OR REPRESENTATION OF ANY KIND, EXPRESSED OR IMPLIED, WITH RESPECT TO THE PREMISES, THE BUILDING, COMMON AREAS OR ANY OTHER PORTION OF THE PROJECT. LANDLORD EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTY OF SUITABILITY, HABITABILITY OR MERCHANTABILITY. Notwithstanding the foregoing, Landlord represents and warrants to Tenant that as of the Project Completion, (i) the Shell Improvements shall be in good and clean operating condition and repair, (ii) the electrical, mechanical, HVAC, plumbing, sewer, elevator and other systems serving the Buildings and installed as part of Landlord’s Work will be in good operating condition and repair, (iii) the roof of the Buildings will be in good condition and water tight, (iv) to Landlord’s current actual knowledge, the Landlord’s Work will not be in violation of municipal, state and federal statutes, rules, regulations, ordinances, requirements and orders then in effect, including without limitation, all applicable statutes, rules, regulations, ordinances, requirements or orders requiring installation of fire sprinkler systems, seismic reinforcement and related alterations, removal of asbestos, and compliance with ADA and fire/safety.
AutoNDA by SimpleDocs
AS-IS. BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT SELLER IS SELLING AND BUYER IS PURCHASING THE PROPERTY ON AN “AS IS, WHERE IS, WITH ALL FAULTS AND DEFECTS” BASIS AND THAT BUYER IS NOT RELYING ON ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, FROM SELLER, ITS AGENTS OR BROKER AS TO ANY MATTERS CONCERNING THE PROPERTY(unless expressly set forth herein), INCLUDING: (i) the quality, nature, adequacy and physical condition and aspects of the Property; (ii) the quality, nature, adequacy, and physical condition of soils, geology and any groundwater; (iii) the existence, quality, nature, adequacy and physical condition of utilities serving the Real Property; (iv) the development potential of the Real Property, and the Real Property’s and Personal Property’s use, habitability, merchantability, or fitness, or the suitability, value or adequacy of the Real Property and the Personal Property for any particular purpose; (v) the zoning or other legal status of the Real Property or any other public or private restrictions on use of the Real Property and the Personal Property; (vi) the compliance of the Real Property and the Personal Property with any applicable codes, laws, regulations, statutes, ordinances, covenants, conditions and restrictions of any governmental or quasi-governmental entity or of any other person or entity (including the Americans with Disabilities Act); (vii) the presence or release of any hazardous materials on, under or about the Real Property or the adjoining or neighboring property; (viii) the condition of title to the Property; (ix) the condition of the Personal Property; (x) the economics of the operation of the Property; or (xi) any other aspect, characteristic or feature regarding the Property. Xxxxx acknowledges that Buyer, immediately prior to the Effective Date, has occupied the Property, and that upon expiration of the Approval Period, Buyer will have been afforded the full and complete opportunity to make all such inspections as it desires of the Property and all factors relevant to its continued use and occupancy thereof.
AS-IS. The Premises is sold "as is" and as shown, and no representations have been made by Seller in regard to its condition except those contained in this Agreement. Buyer and Seller agree that they have incorporated in this Agreement their entire understanding and no oral statement or prior written statement made by either of them or by any other person extrinsic to this Agreement shall have any force or effect. Xxxxx agrees that Xxxxx is not relying on any representations, oral or written, concerning the age, condition, workmanship or suitability of the Premises or any part thereof for any purposes made by any person, other than those representations expressly set forth in this Agreement or in other documents expressly made a part hereof.
AS-IS. YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF THE SERVICES IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. PARITY PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT ARISING FROM USE OF THE SERVICES.
Time is Money Join Law Insider Premium to draft better contracts faster.