Common use of Warranties and Representations of Seller Clause in Contracts

Warranties and Representations of Seller. Except as expressly set forth in this Agreement, Buyer acknowledges that neither Seller nor Agent nor any Owner has made any representations or warranties with respect to the Property or any Individual Property, including, without limitation, the value, quality or character of the same or the physical or environmental condition thereof. Buyer further acknowledges that, except as expressly set forth in this Agreement, neither Seller nor Agent nor any Owner nor any officer, employee, consultant or other person representing or purportedly representing Seller, Agent or any Owner has made, and none of the foregoing is liable or bound in any manner by any express or implied warranties, guaranties, promises, statements, inducements or representations pertaining to the physical or environmental condition or state of repair of the Property or any Individual Property or any part thereof, the state of title thereof, the income collectability or legality of rents, expenses and operation thereof, the uses which can be made of the same, or any other matter or thing with respect thereto. Without limiting the foregoing, Buyer acknowledges and agrees that except as expressly set forth in this Agreement, neither Seller nor Agent nor any Owner is liable for or bound by (and Buyer has not relied upon) any verbal or written statements, representations or any other information concerning the Property or any Individual Property furnished by Seller, Agent or any Owner or any past or present officer, employee, consultant or other person representing or purportedly representing Seller, Agent or any Owner. Buyer represents that it will have inspected, examined and made an independent investigation of the physical and environmental condition and value of the Property, that it will know the condition and the uses thereof and agrees that Buyer is, except as otherwise expressly provided herein, purchasing and willing to accept the conveyance of the Property on an "AS IS," "WHERE IS" basis. The provisions of this paragraph and the preceding paragraph shall survive the Closing and the delivery of the deeds or the earlier termination of this Agreement. To induce Buyer to enter into this Agreement and to purchase the Property, as of the date of this Agreement, and at the date of Closing:

Warranties and Representations of Seller. Except as expressly set forth in this AgreementSeller hereby warrants and represents to Buyer, Buyer acknowledges that neither Seller nor Agent nor any Owner has made any which warranties and representations or warranties with respect to the Property or any Individual Property, including, without limitation, the value, quality or character of the same or the physical or environmental condition thereof. Buyer further acknowledges that, except as expressly set forth in this Agreement, neither Seller nor Agent nor any Owner nor any officer, employee, consultant or other person representing or purportedly representing Seller, Agent or any Owner has made, and none of the foregoing is liable or bound in any manner by any express or implied warranties, guaranties, promises, statements, inducements or representations pertaining to the physical or environmental condition or state of repair of the Property or any Individual Property or any part thereof, the state of title thereof, the income collectability or legality of rents, expenses and operation thereof, the uses which can be made of the same, or any other matter or thing with respect thereto. Without limiting the foregoing, Buyer acknowledges and agrees that except as expressly set forth in this Agreement, neither Seller nor Agent nor any Owner is liable for or bound by (and Buyer has not relied upon) any verbal or written statements, representations or any other information concerning the Property or any Individual Property furnished by Seller, Agent or any Owner or any past or present officer, employee, consultant or other person representing or purportedly representing Seller, Agent or any Owner. Buyer represents that it will have inspected, examined and made an independent investigation of the physical and environmental condition and value of the Property, that it will know the condition and the uses thereof and agrees that Buyer is, except as otherwise expressly provided herein, purchasing and willing to accept the conveyance of the Property on an "AS IS," "WHERE IS" basis. The provisions of this paragraph and the preceding paragraph shall survive the Closing for one year, as follows: CORPORATE MATTERS; NO CONFLICT. Seller is a corporation duly incorporated, validly existing and in good standing under the delivery Laws of the deeds or State of Texas and has the earlier termination of this Agreementauthority and power, corporate and otherwise, to carry on the Business in the places and in the manner presently conducted. To induce Buyer Seller has the corporate power and authority to enter into this Agreement and the agreements and documents to purchase be executed and delivered pursuant to this Agreement (the Property"Ancillary Agreements") by Seller and to consummate the transactions contemplated hereby. The execution, as delivery and performance of this Agreement and the Ancillary Agreements to be executed by Seller and the consummation of the date transactions contemplated hereby have been approved by all necessary corporate action, other than the Seller's shareholders. This Agreement and the Ancillary Agreements to be executed by Seller constitute, or, in the case of such Ancillary Agreements, upon their execution and delivery by Seller, will constitute, valid and legally binding obligations of Seller, enforceable against it in accordance with their respective terms except as such enforceability may be limited by bankruptcy and other Laws generally affecting the rights of creditors and general principles of equity. To Seller's knowledge, there are no material adverse environmental liabilities associated with the Seller's Business or the Subject Assets. Except as set forth in Schedule 3, the execution, delivery and performance of this AgreementAgreement and such Ancillary Agreements to be executed by Seller and the consummation of the transactions contemplated hereby by such party: (i) does not and will not violate, and at conflict with, or result in the breach of, or default under, any term, condition or provision of, give rise to any right to terminate, cancel, modify, accelerate or otherwise change the existing rights or obligations of such party with respect to, (A) any domestic or foreign Federal, state or local statute, law, ordinance, rule, administrative interpretation, regulation, policy, guideline or other requirement of or by any Governmental Authority, each as amended through the date hereof (collectively, "Laws") which is applicable to such party, the Business and/or the Subject Assets, (B) any judgment, order, writ, injunction, decree, directive or award of Closing:any arbitrator or Governmental Authority (collectively, an "Order") which is applicable to such party, the Business and/or the Subject Assets, (C) the charter documents of Seller or any securities issued by Seller, or (D) any authorization, approval, consent, qualification, permit or license (collectively, an "Authorization") of any Governmental Authority, or any material agreement, or other material instrument, document or understanding, oral or written, to which such party is a party, by which Seller may have rights or by which any of the Subject Assets may be bound or affected; or (ii) result in the creation or imposition of any Encumbrance except Permitted Encumbrances, on the Subject Assets. No Authorization or other action of, or registration, declaration, recording or filing with, any Governmental Authority or other person (other than the approval of the Board of Directors and shareholders of Seller) is required in connection with the execution and delivery of this Agreement and/or any Ancillary Agreements to be executed and delivered pursuant hereto by Seller and/or the consummation by Seller of the transactions contemplated hereby.