Condition of the Property; No Representations; Waiver and Release Sample Clauses

Condition of the Property; No Representations; Waiver and Release. (a) OWNER JV acknowledges and agrees that the Hotel and the Property are being sold to OWNER JV, and that OWNER JV agrees to purchase and accept the Hotel and the Property, and each and every part and component thereof, in an “AS IS, WHERE IS” condition as of the Closing with no representations or warranties from Hersha Owner or Hersha Lessee, either express or implied, except as expressly set forth in this Agreement or in the Conveyance Documents. OWNER JV agrees that OWNER JV is not relying upon, and has not received or been given, any representations, statements or warranties, oral or written, implied or express (except as expressly set forth in this Agreement or in the Conveyance Documents), of or by any officer, employee, agent or representative of Hersha Owner, Hersha Lessee, the Hersha Members, Hotel Manager or any salesperson or broker (if any) involved in the transactions contemplated hereby, as to the Hotel or the Property or any part or component thereof in any respect, including, but not limited to, any representations, statements or warranties (except as expressly set forth in this Agreement or in the Conveyance Documents) as to the physical or environmental condition of the Hotel, the fitness of the Hotel for use as such, the financial performance or potential of the Hotel, the compliance of the Hotel with applicable building, zoning, subdivision, environmental, life safety or land use laws, codes, ordinances, rules, orders, or regulations, or the state of repair of the Hotel, and OWNER JV, for itself and its successors and assigns, waives any right to assert any claim or demand against Hersha Owner, Hersha Lessee, the Hersha Members, Hotel Manager or their respective affiliates at law or in equity relating to any such matter, whether latent or patent, disclosed or undisclosed, known or unknown, now existing or hereafter arising. Except for any title or survey matters created solely by Hersha Owner or Hersha Lessee in violation of Section 4.3 of this Agreement, OWNER JV agrees that (except as expressly set forth in this Agreement or the Conveyance Documents) it shall have no recourse whatsoever against Hersha Owner, Hersha Lessee, the Hersha Members, Hotel Manager, or their respective Affiliates, at law or in equity, should the Survey, the Title Commitment or the Title Policy fail to disclose any matter affecting the Real Property or reveal any such matter in an inaccurate, misleading or incomplete fashion or otherwise be in error. OWNER JV a...
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Related to Condition of the Property; No Representations; Waiver and Release

  • Survival of Representations, Warranties and Agreements; Third Party Beneficiary Notwithstanding any investigation made by any party to this Agreement or by the Placement Agent, all covenants, agreements, representations and warranties made by the Company and the Investor herein will survive the execution of this Agreement, the delivery to the Investor of the Shares and Warrants being purchased and the payment therefor. The Placement Agent shall be a third party beneficiary with respect to the representations, warranties and agreements of the Investor in Section 4 hereof.

  • Additional Covenants Agreements and Acknowledgements a. [Intentionally Omitted].

  • Representations, Warranties and Agreements to Survive Delivery All representations, warranties and agreements contained in this Agreement or in certificates of officers of the Company or any of its subsidiaries submitted pursuant hereto, shall remain operative and in full force and effect, regardless of any investigation made by or on behalf of any Underwriter or controlling person, or by or on behalf of the Company, and shall survive delivery of the Securities to the Underwriters.

  • Covenants and Conditions; Construction of Agreement All provisions of this Lease to be observed or performed by Lessee are both covenants and conditions. In construing this Lease, all headings and titles are for the convenience of the Parties only and shall not be considered a part of this Lease. Whenever required by the context, the singular shall include the plural and vice versa. This Lease shall not be construed as if prepared by one of the Parties, but rather according to its fair meaning as a whole, as if both Parties had prepared it.

  • Nonsurvival of Representations, Warranties and Agreements None of the representations, warranties, covenants and agreements in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Effective Time, except for those covenants and agreements contained herein and therein which by their terms apply in whole or in part after the Effective Time.

  • Effectiveness of Representations, Warranties and Agreements (a) Except as set forth in Section 9.1(b), the representations, warranties and agreements of each party hereto shall remain operative and in full force and effect, regardless of any investigation made by or on behalf of any other party hereto, any person controlling any such party or any of their respective officers or directors, whether prior to or after the execution of this Agreement.

  • No Representation of Adequate Coverage Lessor makes no representation that the limits or forms of coverage of insurance specified herein are adequate to cover Lessee's property, business operations or obligations under this Lease.

  • Representations, Warranties and Agreements to Survive All representations, warranties and agreements contained in this Agreement or in certificates of officers of the Company or any of its subsidiaries submitted pursuant hereto, shall remain operative and in full force and effect regardless of (i) any investigation made by or on behalf of any Underwriter or its Affiliates or selling agents, any person controlling any Underwriter, its officers or directors or any person controlling the Company and (ii) delivery of and payment for the Securities.

  • Survival of Representations, Warranties and Agreements Notwithstanding any investigation made by any party to this Agreement, all covenants, agreements, representations and warranties made by the Company and the Investor herein shall survive the execution of this Agreement, the delivery to the Investor of the Shares being purchased and the payment therefor.

  • Issuer’s Representations, Warranties and Agreements To induce Subscriber to purchase the Shares, the Issuer hereby represents and warrants to Subscriber and agrees with Subscriber as follows:

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