Common use of No Further Representations Clause in Contracts

No Further Representations. THE BUYER HEREBY ACKNOWLEDGES AND AGREES THAT, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, THE SELLERS MAKE NO REPRESENTATIONS OR WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO ANY MATTER RELATING TO THE PURCHASED ASSETS OR THE ASSUMED LIABILITIES, INCLUDING, WITHOUT LIMITATION, INCOME TO BE DERIVED OR EXPENSES TO BE INCURRED IN CONNECTION WITH THE PURCHASED ASSETS OR THE ASSUMED LIABILITIES, THE PHYSICAL CONDITION OF ANY PERSONAL PROPERTY COMPRISING A PART OF THE PURCHASED ASSETS OR WHICH IS THE SUBJECT OF ANY OTHER LEASE OR CONTRACT TO BE ASSUMED BY THE BUYER AT THE CLOSING, THE ENVIRONMENTAL CONDITION OF ANY REAL PROPERTY UNDERLYING ANY OF THE PURCHASED ASSETS WHICH ARE TO BE TRANSFERRED TO THE BUYER AT CLOSING OR ARE THE SUBJECT OF ANY REAL PROPERTY LEASE TO BE ASSUMED BY THE BUYER AT THE CLOSING, THE ZONING OF ANY SUCH REAL PROPERTY OR IMPROVEMENTS, THE VALUE OF THE PURCHASED ASSETS (OR ANY PORTION THEREOF), THE TERMS, AMOUNT, VALIDITY OR ENFORCEABILITY OF ANY ASSUMED LIABILITIES, THE COLLECTIBILITY OF THE ACCOUNTS, THE FITNESS OF THE PERSONAL PROPERTY OR ANY OTHER PORTION OF THE PURCHASED ASSETS FOR ANY PARTICULAR PURPOSE.

No Further Representations. NOTWITHSTANDING ANYTHING TO THE BUYER HEREBY ACKNOWLEDGES AND AGREES THAT, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED CONTRARY HEREIN, THE SELLERS MAKE NO REPRESENTATIONS PARTIES AGREE THAT NEITHER SELLER NOR ANY OF ITS AFFILIATES OR WARRANTIES REPRESENTATIVES HAS MADE OR IS MAKING ANY REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, WRITTEN OR ORAL, AT LAW OR IN EQUITY, AND ANY SUCH OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED, INCLUDING ANY IMPLIED REPRESENTATION OR WARRANTY AS TO THE CONDITION, MERCHANTABILITY, USAGE, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE WITH RESPECT TO ANY MATTER RELATING SELLER, THE BUSINESS OR THE PURCHASED ASSETS, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS ARTICLE IV. NOTWITHSTANDING ANYTHING TO THE PURCHASED ASSETS CONTRARY, BUYER HEREBY ACKNOWLEDGES AND AGREES THAT IT HAS NOT RELIED, AND IT WILL NOT RELY, UPON (I) ANY REPRESENTATION OR THE ASSUMED LIABILITIESWARRANTY EXCEPT AS EXPRESSLY CONTAINED IN THIS ARTICLE IV, INCLUDING, WITHOUT LIMITATION, INCOME TO BE DERIVED OR EXPENSES TO BE INCURRED IN CONNECTION WITH THE PURCHASED ASSETS OR THE ASSUMED LIABILITIES, THE PHYSICAL CONDITION OF ANY PERSONAL PROPERTY COMPRISING A PART OF THE PURCHASED ASSETS OR WHICH IS THE SUBJECT OF (II) ANY OTHER LEASE INFORMATION OR CONTRACT DOCUMENTS (FINANCIAL OR OTHERWISE) MADE AVAILABLE TO BE ASSUMED BY THE BUYER AT THE CLOSINGOR ITS COUNSEL, THE ENVIRONMENTAL CONDITION OF ANY REAL PROPERTY UNDERLYING ANY OF THE PURCHASED ASSETS WHICH ARE TO BE TRANSFERRED ACCOUNTANTS OR ADVISORS WITH RESPECT TO THE BUYER AT CLOSING OR ARE THE SUBJECT OF ANY REAL PROPERTY LEASE TO BE ASSUMED BY THE BUYER AT THE CLOSING, THE ZONING OF ANY SUCH REAL PROPERTY OR IMPROVEMENTS, THE VALUE OF THE PURCHASED ASSETS (OR ANY PORTION THEREOF), THE TERMS, AMOUNT, VALIDITY OR ENFORCEABILITY OF ANY ASSUMED LIABILITIES, THE COLLECTIBILITY OF THE ACCOUNTS, THE FITNESS OF THE PERSONAL PROPERTY OR ANY OTHER PORTION OF THE PURCHASED ASSETS FOR ANY PARTICULAR PURPOSE.BUSINESS

No Further Representations. EXCEPT FOR THE BUYER HEREBY ACKNOWLEDGES REPRESENTATIONS AND AGREES THATWARRANTIES EXPRESSLY SET FORTH AND MADE BY SELLERS IN ARTICLE IV OF THIS AGREEMENT OR IN ANY OTHER TRANSACTION DOCUMENTS, EXCEPT AS OTHERWISE EACH SELLER EXPRESSLY PROVIDED HEREIN, THE SELLERS MAKE NO DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES WHATSOEVEROF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO ANY MATTER RELATING TO SUCH SELLER, THE PURCHASED ASSETS, THE ASSUMED LIABILITIES, THE BUSINESS, THE PROJECT OR THE TRANSACTIONS CONTEMPLATED HEREBY. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, AND EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN ARTICLE IV OF THIS AGREEMENT OR IN ANY OTHER TRANSACTION DOCUMENTS, BUYER ACKNOWLEDGES AND AGREES IN PARTICULAR AS FOLLOWS: (A) THE PURCHASED ASSETS, THE BUSINESS, THE PROJECT AND ANY PART THEREOF, ARE BEING ACQUIRED, “AS IS, WHERE IS” ON THE CLOSING DATE, AND IN THEIR RESPECTIVE CONDITIONS ON --33- THE CLOSING DATE “WITH ALL FAULTS”; (B) BUYER IS RELYING ON ITS OWN EXAMINATION OF THE PURCHASED ASSETS, THE BUSINESS AND THE PROJECT AND NO REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS OR IMPLIED, ARE GIVEN AS TO LIABILITIES, OPERATION OF THE PURCHASED ASSETS, INCLUDING THE PROJECT, THE TITLE, CONDITION, VALUE OR QUALITY OF THE PURCHASED ASSETS OR THE ASSUMED LIABILITIESBUSINESS, INCLUDING, WITHOUT LIMITATION, INCOME TO BE DERIVED CONDITION (FINANCIAL OR EXPENSES TO BE INCURRED IN CONNECTION WITH OTHERWISE) OR PROSPECTS OF THE PURCHASED ASSETS OR THE ASSUMED LIABILITIESBUSINESS, THE PHYSICAL CONDITION RISKS AND OTHER INCIDENTS OF ANY PERSONAL PROPERTY COMPRISING A PART OWNERSHIP OF THE PURCHASED ASSETS OR WHICH IS THE SUBJECT OF ANY OTHER LEASE OR CONTRACT TO BE ASSUMED BY THE BUYER AT THE CLOSINGASSETS, THE ENVIRONMENTAL CONDITION OF ANY REAL PROPERTY UNDERLYING ANY OF THE PURCHASED ASSETS WHICH ARE TO BE TRANSFERRED TO THE BUYER AT CLOSING OR ARE THE SUBJECT OF ANY REAL PROPERTY LEASE TO BE ASSUMED BY THE BUYER AT THE CLOSINGBUSINESS, THE ZONING PROJECT AND ANY PART THEREOF, AND ANY REPRESENTATION OR WARRANTY OF ANY SUCH REAL PROPERTY MERCHANTABILITY, USAGE, SUITABILITY OR IMPROVEMENTS, THE VALUE OF THE PURCHASED ASSETS (OR ANY PORTION THEREOF), THE TERMS, AMOUNT, VALIDITY OR ENFORCEABILITY OF ANY ASSUMED LIABILITIES, THE COLLECTIBILITY OF THE ACCOUNTS, THE FITNESS OF THE PERSONAL PROPERTY OR ANY OTHER PORTION OF THE PURCHASED ASSETS FOR ANY PARTICULAR PURPOSEPURPOSE WITH RESPECT TO PURCHASED ASSETS, THE BUSINESS, THE PROJECT, OR ANY PART THEREOF, OR AS TO THE WORKMANSHIP THEREOF, OR THE ABSENCE OF DEFECTS THEREIN, WHETHER LATENT OR PATENT; AND (C) NO INFORMATION OR MATERIAL PROVIDED BY OR COMMUNICATION MADE BY EITHER SELLER OR ANY REPRESENTATIVE OF EITHER SELLER CREATE OR OTHERWISE CAUSE TO EXIST ANY REPRESENTATION OR WARRANTY BY SUCH SELLER.

No Further Representations. Except for the representations and warranties expressly set forth in Article 5 of this Agreement, TPC expressly disclaims any representations or warranties of any kind, express or implied, relating to Seller, the Guarantor, the Owner Lessor, the Owner Participant Interests or the transactions contemplated by this Agreement. IN FURTHERANCE OF THE BUYER HEREBY FOREGOING, TPC ACKNOWLEDGES THAT ANY TRANSFER OF THE OWNER PARTICIPANT INTERESTS WILL BE EFFECTED WITH RESPECT TO THE FACILITIES IN THEIR “AS IS, WHERE IS” CONDITION, AND AGREES THATSELLER MAKES NO WARRANTIES, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, THE SELLERS MAKE NO REPRESENTATIONS GUARANTEES OR WARRANTIES WHATSOEVERREPRESENTATIONS, EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE, WITH RESPECT TO THE FACILITIES. TPC WAIVES, RELEASES AND RENOUNCES (1) ANY MATTER RELATING IMPLIED WARRANTY AS TO THE PURCHASED ASSETS DESCRIPTION, MERCHANTABILITY, FITNESS FOR ANY PURPOSE, VALUE, CONDITION, DESIGN, DATE PROCESSING, USE OR OPERATION OF THE ASSUMED LIABILITIESFACILITIES OR ANY PAST PERFORMANCE, INCLUDINGCOURSE OF DEALING, WITHOUT LIMITATIONUSAGE OR TRADE OR OTHERWISE, INCOME (2) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY IN TORT (INCLUDING STRICT LIABILITY) WITH RESPECT TO BE DERIVED OR EXPENSES TO BE INCURRED IN CONNECTION WITH THE PURCHASED ASSETS OR THE ASSUMED LIABILITIES, THE PHYSICAL CONDITION OF THE FACILITIES, AND (3) ANY PERSONAL PROPERTY COMPRISING A PART OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY OF OR AGAINST SELLER OR GUARANTOR FOR LOSS OF OR DAMAGE TO THE FACILITIES, FOR ANY LIABILITY OF THE PURCHASED ASSETS FACILITY LESSEE TO ANY THIRD PARTY, FOR ANY LIABILITY OF TPC TO ANY THIRD PARTY, OR WHICH IS THE SUBJECT OF FOR ANY OTHER LEASE DIRECT, INCIDENTAL OR CONTRACT TO BE ASSUMED BY THE BUYER AT THE CLOSING, THE ENVIRONMENTAL CONDITION CONSEQUENTIAL DAMAGES AS A RESULT OF ANY REAL PROPERTY UNDERLYING ANY OF THE PURCHASED ASSETS WHICH ARE TO BE TRANSFERRED FOREGOING, AND ALL SUCH WARRANTIES, GUARANTEES, REPRESENTATIONS, OBLIGATIONS, LIABILITIES, RIGHTS, CLAIMS OR REMEDIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, TO THE BUYER AT CLOSING EXTENT NOT SET FORTH IN THIS AGREEMENT, ARE EXPRESSLY EXCLUDED; PROVIDED, HOWEVER, THAT THE FOREGOING DOES NOT LIMIT SELLER’S REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN ARTICLE 5 HEREOF OR ARE THE SUBJECT OF ANY REAL PROPERTY LEASE TO BE ASSUMED BY THE BUYER AT THE CLOSING, THE ZONING OF ANY SUCH REAL PROPERTY OR IMPROVEMENTS, THE VALUE OF THE PURCHASED ASSETS (OR ANY PORTION THEREOF), THE TERMS, AMOUNT, VALIDITY OR ENFORCEABILITY OF ANY ASSUMED LIABILITIES, THE COLLECTIBILITY OF THE ACCOUNTS, THE FITNESS OF THE PERSONAL PROPERTY OR ANY OTHER PORTION OF THE PURCHASED ASSETS FOR ANY PARTICULAR PURPOSESELLER’S OBLIGATIONS AND LIABILITIES EXPRESSLY SET FORTH IN THIS AGREEMENT.