Sale “As Is”. THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT HAS BEEN NEGOTIATED BETWEEN SELLER AND PURCHASER, THIS AGREEMENT REFLECTS THE MUTUAL AGREEMENT OF SELLER AND PURCHASER, AND PURCHASER HAS THE RIGHT TO CONDUCT ITS OWN INDEPENDENT EXAMINATION OF THE PROPERTY PURSUANT TO THIS ARTICLE V. OTHER THAN THE MATTERS REPRESENTED IN SECTION 8.1 AND 16.1 HEREOF, BY WHICH ALL OF THE FOLLOWING PROVISIONS OF THIS SECTION 5.4 ARE LIMITED, PURCHASER HAS NOT RELIED UPON AND WILL NOT RELY UPON, EITHER DIRECTLY OR INDIRECTLY, ANY REPRESENTATION OR WARRANTY OF SELLER OR ANY OF SELLER’S AGENTS OR REPRESENTATIVES, AND PURCHASER HEREBY ACKNOWLEDGES THAT NO SUCH REPRESENTATIONS OR WARRANTIES HAVE BEEN MADE. SELLER SPECIFICALLY DISCLAIMS, AND NEITHER SELLER NOR ANY OF SELLER’S AFFILIATES NOR ANY OTHER PERSON IS MAKING, ANY REPRESENTATION, WARRANTY OR ASSURANCE WHATSOEVER TO PURCHASER, AND NO WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EITHER EXPRESS OR IMPLIED, ARE MADE BY SELLER OR RELIED UPON BY PURCHASER WITH RESPECT TO THE STATUS OF TITLE TO OR THE MAINTENANCE, REPAIR, CONDITION, DESIGN OR MARKETABILITY OF THE PROPERTY, OR ANY PORTION THEREOF, INCLUDING BUT NOT LIMITED TO (a) ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY, (b) ANY IMPLIED OR EXPRESS WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, (c) ANY IMPLIED OR EXPRESS WARRANTY OF CONFORMITY TO MODELS OR SAMPLES OF MATERIALS, (d) ANY RIGHTS OF PURCHASER UNDER APPROPRIATE STATUTES TO CLAIM DIMINUTION OF CONSIDERATION, (e) ANY CLAIM BY PURCHASER FOR DAMAGES BECAUSE OF DEFECTS, WHETHER KNOWN OR UNKNOWN, WITH RESPECT TO THE IMPROVEMENTS OR THE PERSONAL PROPERTY, (f) THE FINANCIAL CONDITION OR PROSPECTS OF THE PROPERTY AND (g) THE COMPLIANCE OR LACK THEREOF OF THE REAL PROPERTY OR THE IMPROVEMENTS WITH GOVERNMENTAL REGULATIONS, INCLUDING WITHOUT LIMITATION ENVIRONMENTAL LAWS, NOW EXISTING OR HEREAFTER ENACTED OR PROMULGATED, IT BEING THE EXPRESS INTENTION OF SELLER AND PURCHASER THAT, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE PROPERTY WILL BE CONVEYED AND TRANSFERRED TO PURCHASER IN ITS PRESENT CONDITION AND STATE OF REPAIR, “AS IS” AND “WHERE IS,” WITH ALL FAULTS. PURCHASER REPRESENTS THAT IT IS A KNOWLEDGEABLE, EXPERIENCED AND SOPHISTICATED PURCHASER OF REAL ESTATE, AND THAT IT IS RELYING SOLELY ON ITS OWN EXPERTISE AND THAT OF PURCHASER’S CONSULTANTS IN PURCHASING THE PROPERTY. PURCHASER HAS BEEN GIVEN A SUFFICIENT OPPORTUNITY HEREIN TO CONDUCT AND HAS CONDUCTED OR WILL CONDUCT SUCH INSPECTIONS, INVESTIGA...
Sale “As Is”. Xxxxxxxxx agrees and acknowledges that, except as set forth in Section 2.5d.iii below and as provided further in ARTICLE 7:
Sale “As Is”. TPL makes no representations to the City regarding the condition of the Subject Property. If the City does not terminate this Agreement pursuant to Section 2(b) above, the City agrees to accept the Subject Property "as is," in its then condition, subject to all reasonable use, wear and tear, and deterioration of any kind in, of, or to the Subject Property.
Sale “As Is”. Except for Seller’s express written representations and warranties contained in this Agreement and any disclosures required to be made by Seller under this Agreement, the Property is expressly purchased and sold “AS IS,” “WHERE IS,” and “WITH ALL FAULTS.” It is specifically understood that Buyer, as of the Closing, will have conducted its own due diligence to satisfy itself with respect to the condition of title of the Property, the physical and environmental condition of the Property, the current and future entitlements to the Property, as well as all other conditions of the Property. Except for Seller’s express representations and warranties set forth in this Agreement and any disclosures required to be made by Seller under this Agreement, Seller will not be responsible or liable to Buyer for any defects, errors, or omissions relating to the Property or any conditions affecting the Property. As of the Closing, Buyer hereby fully releases and forever discharges Seller, and Seller’s managers, members, owners, directors, officers, shareholders, partners, employees, agents, contractors, consultants, attorneys, representatives, affiliates, predecessors, heirs, successors, and assigns (collectively, “Seller’s Released Parties”) from and against any and all claims, causes of action, costs, expenses, liabilities, losses, damages, injunctions, lawsuits, arbitrations, proceedings, actions, fines, penalties, judgments, demands, and fees (including attorney’s fees) of every kind or nature, whether known or unknown, fixed or contingent (collectively, the “Claims”), that Buyer has or may have against any of Seller’s Released Parties arising out of or relating to the Property, except for Claims arising out of or related to (i) Seller's obligations set forth in this Agreement and the documents set forth in the exhibits to this Agreement which are signed by Seller, and (ii) Seller’s express written representations and warranties contained in this Agreement and any disclosures required to be made by Seller under this Agreement. Except for Claims arising out of or related to subpart (i) and (ii) herein, Buyer hereby waives any and all rights under California Civil Code Section 1542 and all similar laws and statutes in any other jurisdiction. Section 1542 states: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OF OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECT...
Sale “As Is”. Except with respect to the representations and warranties of Seller set forth in Section 10, Purchaser has not relied upon and will not rely upon, either directly or indirectly, any representation or warranty of Seller or any of its respective agents and acknowledges that no such representations have been made. Purchaser represents that it is a knowledgeable, experienced and sophisticated purchaser of real estate and that it is relying solely on its own expertise and that of Purchaser's consultants in purchasing the Property. Purchaser is, or as of the expiration of the Conditions Period shall be, familiar with the Property. Purchaser is relying solely upon, and as of the expiration of the Conditions Period will have conducted, its own, independent inspection, investigation and analysis of the Property as it deems necessary or appropriate in so acquiring the Property from Seller, including, without limitation, an analysis of any and all matters concerning the condition of the Property and its suitability for Purchaser's intended purposes, and a review of all applicable laws, ordinances, rules and governmental regulations (including, but not limited to, those relative to building, zoning and land use) affecting the development, use, occupancy or enjoyment of the Property. Purchaser acknowledges and agrees that upon Closing, Seller shall sell and convey to Purchaser and Purchaser shall accept the Property "as is, where is," with all faults. Seller is not liable or bound in any manner by any oral or written statements, representations, or information pertaining to the Property furnished by any real estate broker, agent, employee, servant or other person, unless the same are specifically set forth or referred to herein. The terms and conditions of this Section 19.3 shall expressly survive the Closing and shall not be merged 18 with the Grant Deed. Purchaser has fully reviewed the disclaimers and waivers set forth in this Agreement with its counsel and understands the significance and effect thereof. Purchaser acknowledges and agrees that the disclaimers and other agreements set forth in this Agreement are an integral part of this Agreement and that Seller would not have agreed to sell the Property to Purchaser for the Purchase Price without this disclaimer and other agreements set forth in this Agreement.
Sale “As Is”. (a) In addition to Purchaser’s inspection and review rights as set forth above, Purchaser may investigate any and all other aspects of the Property as it may desire, including zoning, land use, environmental, economic and may conduct such other examinations, inspections and investigations of the Property or the use or operation thereof which Purchaser, in Purchaser’s sole discretion, determines to make, consistent with the terms of this Agreement.
Sale “As Is”. The Collateral shall be sold "AS IS" and "WITH ALL FAULTS" and without any cleaning or other preparation for sale. The Secured Party may sell the Collateral without giving any warranties as to the Collateral. The Secured Party may specifically disclaim any warranties of title or the like. The disposition of the Collateral according to such terms will not be considered to adversely affect the commercial reasonableness of a disposition of the Collateral.
Sale “As Is”. THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT HAS BEEN NEGOTIATED BETWEEN SELLER AND PURCHASER. THIS AGREEMENT REFLECTS THE MUTUAL AGREEMENT OF SELLER AND PURCHASER, AND PURCHASER HAS THE RIGHT TO CONDUCT ITS OWN INDEPENDENT EXAMINATION OF THE PROPERTY, OTHER THAN THE MATTERS REPRESENTED IN SECTION 6.1 HEREOF, SECTION 12.1 HEREOF, OR ANY DOCUMENT REQUIRED TO BE DELIVERED BY SELLER AT CLOSING PURSUANT TO THE TERMS HEREOF, BY WHICH ALL OF THE FOLLOWING PROVISIONS OF THIS SECTION 4.2 ARE LIMITED, PURCHASER HAS NOT RELIED UPON AND WILL NOT RELY UPON, EITHER DIRECTLY OR INDIRECTLY, ANY REPRESENTATION OR WARRANTY OF SELLER OR ANY OF SELLER’S AGENTS OR REPRESENTATIVES, AND PURCHASER HEREBY ACKNOWLEDGES THAT NO SUCH REPRESENTATIONS HAVE BEEN MADE.
Sale “As Is”. Except as provided above, neither the Initiating Member nor the Company shall be required to make any representations or warranties to the Non-Initiating Member with respect to the Sale Projects and the Non-Initiating Member shall acquire the Sale Projects in their as-is condition. Nevertheless (a) the Company shall remain responsible for, and shall indemnify, defend and hold harmless the Non-Initiating Member from, all losses, liabilities, damages, costs, and/or expenses (including without limitation Costs of Litigation) related to the Sale Projects that arose or accrued prior to the Closing; and (b) the Non-Initiating Member shall assume responsibility for, and shall indemnify, defend and hold harmless the Company and the Initiating Member from, all losses, liabilities, damages, costs, and/or expenses (including without limitation Costs of Litigation) related to the Sale Projects that arise or accrue after the Closing. The Non-Initiating Member shall be responsible for obtaining the consent or approval of the holder of any debt encumbering the Sale Projects or any Project Partner whose consent or approval may be required and the Non-Initiating Member shall indemnify, defend and hold harmless the Initiating Member and the Company from and against any and all liability, loss, cost, damage and expense (including without limitation, Costs of Litigation) which the Initiating Member or the Company may suffer or incur by reason of any failure to obtain any such consent or approval.
Sale “As Is”. Purchaser has not relied upon and will not rely upon, either directly or indirectly, any representation or warranty of Seller or any of its agents other than those set forth herein or in other documents delivered to Purchaser in connection with the Closing and acknowledges that no such representations have been made except as set forth herein or in other documents delivered to Purchaser in connection with the Closing. Purchaser represents that it is a knowledgeable, experienced and sophisticated purchaser of real estate and that it is relying solely on its own expertise and that of Purchaser’s consultants in purchasing the Property other than as set forth herein or in other documents delivered to Purchaser in connection with the Closing. Purchaser will conduct such inspections and investigations of the Property as Purchaser deems necessary, including, but not limited to, the physical and environmental conditions thereof, and shall rely upon same. Upon Closing, Purchaser shall assume the risk that adverse matters, including, but not limited to, adverse physical and environmental conditions, may not have been revealed by Purchaser’s inspections and investigations. Purchaser acknowledges and agrees that upon Closing, Seller shall sell and convey to Purchaser and Purchaser shall accept the Property “as is, where is,” with all faults other than as set forth herein. Purchaser further acknowledges and agrees that there are no oral agreements, warranties or representations, collateral to or affecting the Property by Seller, any agent of Seller or any third party. The terms and conditions of this Section 3.4 shall expressly survive the Closing, not merge with the provisions of any closing documents. Seller is not liable or bound in any manner by any oral or written statements, representations, or information pertaining to the Property furnished by any real estate broker, agent, employee, servant or other person, unless the same are specifically set forth or referred to herein or in other documents delivered to Purchaser in connection with the Closing. Purchaser acknowledges that the Purchase Price reflects the “as is” nature of this sale and any faults, liabilities, defects or other adverse matters that may be associated with the Property. Purchaser has fully reviewed the disclaimers and waivers set forth in this Agreement with its counsel and understands the significance and effect thereof.
