AS IS. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, OR IN ANY DOCUMENTS TO BE DELIVERED BY ANY HPT SELLER HEREUNDER TO TA PURCHASER, NO HPT SELLER HAS MADE, AND TA PURCHASER HAS NOT RELIED ON, ANY INFORMATION, PROMISE, REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, REGARDING ANY PROPERTY (WHETHER MADE BY AN HPT SELLER, ON AN HPT SELLER’S BEHALF OR OTHERWISE) INCLUDING THE PHYSICAL CONDITION OF ANY REAL PROPERTY, TITLE TO OR THE BOUNDARIES OF ANY REAL PROPERTY, PEST CONTROL MATTERS, SOIL CONDITIONS, THE PRESENCE, EXISTENCE OR ABSENCE OF HAZARDOUS MATERIALS, TOXIC SUBSTANCES OR OTHER ENVIRONMENTAL MATTERS, COMPLIANCE WITH BUILDING, HEALTH, SAFETY, LAND USE AND ZONING LAWS, REGULATIONS AND ORDERS, STRUCTURAL AND OTHER ENGINEERING CHARACTERISTICS, TRAFFIC PATTERNS, MARKET DATA, ECONOMIC CONDITIONS OR PROJECTIONS, THE ADEQUACY OF ANY REAL PROPERTY FOR TA PURCHASER’S INTENDED USE, AND ANY OTHER INFORMATION PERTAINING TO THE REAL PROPERTY AND PHYSICAL ENVIRONMENTS IN WHICH IT IS LOCATED. THIS SECTION 3.4 SHALL SURVIVE THE CLOSING.
AS IS. Sale. The representations and warranties set forth in Section 3, Section 4 and Section 5 constitute the sole and exclusive representations and warranties of each Seller in connection with the transactions contemplated hereby. There are no representations, warranties, covenants, understandings or agreements among the Parties regarding the Interests, the Companies, the Assets, the Projects or their transfer or title thereto other than those incorporated in this Agreement. Except for the representations and warranties expressly set forth in Section 3, Section 4 and Section 5, Buyers disclaim reliance on any representations, warranties or guarantees, either express or implied, by any Seller including but not limited to any representation or warranty expressed or implied in any oral, written or electronic response to any information request provided to Buyers. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN (INCLUDING ANY SCHEDULE HERETO OR IN ANY DOCUMENT DELIVERED BY SELLER IN CONNECTION WITH THE CLOSING), (i) BUYERS ACKNOWLEDGE AND AGREE THAT THE ASSETS AND THE INTERESTS ARE “AS IS, WHERE IS” ON THE EFFECTIVE DATE, AND IN THEIR CONDITION ON THE EFFECTIVE DATE, AND (ii) THAT PRIOR TO THE EXECUTION OF THIS AGREEMENT, BUYERS HAVE CONDUCTED TO THEIR SATISFACTION ALL NECESSARY AND SUFFICIENT EXAMINATION OF THE ASSETS, AND THE PROJECTS; AND (iii) THAT BUYERS ARE RELYING ON THEIR OWN EXAMINATION OF THE ASSETS AND THE PROJECTS, AND ARE NOT RELYING ON ANY REPRESENTATION OR WARRANTY MADE BY OR ON BEHALF OF SELLERS, OR ANY BROKER OR INVESTMENT BANKER. BUYERS FURTHER ACKNOWLEDGE AND AGREE THAT EXCEPT AS TO SURVIVING LIABILITIES, THE REPRESENTATIONS AND WARRANTIES OF THE PARTIES SET FORTH IN THIS AGREEMENT TERMINATE AS OF THE EFFECTIVE DATE OR TERMINATION OF THIS AGREEMENT PURSUANT TO SECTION 13.1 (OTHER THAN THOSE CONTAINED IN SECTIONS 6.4, 6.6, 6.8 AND 6.9, WHICH SHALL SURVIVE THE CLOSING INDEFINITELY), AND THAT FOLLOWING THE EFFECTIVE DATE OR SUCH TERMINATION, AS THE CASE MAY BE, BUYERS SHALL HAVE NO RECOURSE AGAINST SELLERS BASED ON ANY BREACH OF SUCH REPRESENTATIONS AND WARRANTIES, EXCEPT TO THE EXTENT SUCH BREACH CONSTITUTES A SURVIVING LIABILITY, OR OTHERWISE AMOUNTS TO A FRAUD OR VIOLATION OF SECURITIES LAWS. Purchase and Sale Agreement Confidential
AS IS. Market Value” means the Fee Simple Interest value of the property appraised in the condition observed upon inspection and as it physically and legally exists at the time of the appraisal without hypothetical conditions, assumptions, or qualifications on the effective date of the appraisal, and under the following conditions:
Examples of AS IS in a sentence
As is the desire of both the Company and.the Association to maintain good contractual relations, is agreed that there shall be no strikes, slowdowns, or other interference with work, and no lockouts during the of this Agreement.
As is common in most new technologies, the computer assisted surgery (CAS) systems are more expensive than 2D fluoroscopy.
As is common in CRA/LA housing transactions, the members of 979 Xxxxxxx Developers, LLC will have no financial liability to the project or the partnership.
As is the case of all Employees, those seeking voluntary counseling or treatment who fail to meet performance standards will be subject to corrective action.
Europeana Inside Newsletter 100 registrations 106 registrations1 213 registrations2 Website / Blog 6000 website visits per month On average: 319 website visits per month On average: 798 website visits per month3 Twitter 200 followers 76 followers4 164 followers5 Facebook 100 ‘likes’ 26 ‘likes’6 44 ‘likes’7 LinkedIn8 150 members n/a 46 members9 As is shown above, not all success criteria (over 3 years) have been met yet.
More Definitions of AS IS
AS IS means that the Government may, at its option, furnish Government property in an “as-is” condition. In such cases, the Government makes no warranty with respect to the serviceability and/or suitability of the Government property for contract performance. Any repairs, replacement, and/or refurbishment shall be at the contractor's expense.
AS IS. BASIS: Subject only to Paragraph 44 and to Landlord making the improvements shown on Exhibit B to be attached hereto, it is hereby agreed that the Premises leased hereunder is leased strictly on an "as-is" basis and in its present condition, and in the configuration as shown on Exhibit B to be attached hereto, and by reference made a part hereof. Except as noted herein, it is specifically agreed between the parties that after Landlord makes the interior improvements as shown on Exhibit B, Landlord shall not be required to make, nor be responsible for any cost, in connection with any repair, restoration, and/or improvement to the Premises in order for this Lease to commence, or thereafter, throughout the Term of this Lease. Notwithstanding anything to the contrary within this Lease, Landlord makes no warranty or representation of any kind or nature whatsoever as to the condition or repair of the Premises, nor as to the use or occupancy which may be made thereof.
AS IS means the term used to notify Licensee that no express or implied warranty regarding the Site and Licensed Area is provided by Trustees. Licensee therefore takes the Site and Licensed Area at Licensee’s own risk, without recourse against Trustees for their condition or performance. ‘As is’ translates into ‘with all faults.
AS IS. As a material part of the consideration for this agreement, Purchaser agrees and acknowledges that: (1) except as with respect to the Express Warranties, Purchaser is taking the property of the Company “AS-IS”, with any and all latent and patent defects, and without any express or implied warranties of any kind; (2) except only with respect to the Express Warranties, there is no warranty by Seller that the property of the Company is fit for any particular purpose; (3) except only with respect to the Express Warranties, Purchaser is not relying on the accuracy or completeness of any representation, brochure, rendering, promise, statement or other assertion or information with respect to the Membership Interests or the property of the Company made or furnished by or on behalf of, or otherwise attributed to, Seller or any of Seller’s agents, employees and representatives, any and all such reliance being hereby expressly and unequivocally disclaimed; (4) except only with respect to the Express Warranties, Purchaser is relying solely and exclusively upon its own experience and its independent judgment, evaluation and examination of the Membership Interests and property of the Company; (5) except only with respect to the Express Warranties, Purchaser disclaims the existence of any duty to disclose on the part of Seller and Seller’s agents, employees and representatives and Purchaser further disclaims any reliance on the silence of Seller and Seller’s agents, employees and representatives; (6) Purchaser takes and accepts the property subject to the Disclaimed Matters; (7) Purchaser releases Seller from any and all liabilities, obligations, claims and causes of action of any kind or nature, for, concerning or regarding the Disclaimed Matters (including without limitation all liability for contribution and indemnity), regardless of whether such liability arises under contract, statute or otherwise; (8) this “AS IS” provision was freely negotiated and played an important part in the bargaining process for this Agreement; (9) except only with respect to the Express Warranties, Purchaser disclaims reliance on Seller and accepts the property of the Company “as-is” with full awareness that the Company’s property prior uses and other disclaimed matters could affect the property’s condition, value, suitability and fitness and purchaser hereby assumes all risk associated therewith; (10) the disclaimers of reliance, releases, and other provisions contained in this “as is” p...
AS IS means a used motor vehicle sold by a dealer to a consumer without any warranty, either express or implied, and with the consumer being solely responsible for the cost of any repairs to that motor vehicle.
AS IS. SALE. PURCHASER ACKNOWLEDGES THAT EXCEPT AS SET FORTH IN THIS AGREEMENT OR IN THE DOCUMENTS SET FORTH IN SUBSECTIONS (i), (ii), (iii), (v), (vii), (viii), (ix), and (x) OF SECTION 9(a) (A) NEITHER SELLER, NOR ANY OWNER, PRINCIPAL, AGENT, ATTORNEY, EMPLOYEE, BROKER, OR OTHER REPRESENTATIVE OF SELLER, HAS MADE ANY REPRESENTATION OR WARRANTY OF ANY KIND WHATSOEVER, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE SUBJECT PROPERTY OR ANY MATTER RELATED THERETO, AND (B) PURCHASER IS NOT RELYING ON ANY WARRANTY, REPRESENTATION, OR COVENANT, EXPRESS OR IMPLIED, WITH RESPECT TO THE CONDITION OF THE SUBJECT PROPERTY, AND THAT PURCHASER IS ACQUIRING THE SUBJECT PROPERTY IN ITS "AS-IS" CONDITION WITH ALL FAULTS. IN PARTICULAR, BUT WITHOUT LIMITATION, EXCEPT AS SET FORTH IN THIS AGREEMENT OR THE DOCUMENTS SET FORTH IN SUBSECTIONS (i), (ii), (iii), (v), (vii), (viii), (ix), and (x) OF SECTION 9(a), SELLER MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE USE, CONDITION, OCCUPATION OR MANAGEMENT OF THE SUBJECT PROPERTY, COMPLIANCE OF THE SUBJECT PROPERTY WITH APPLICABLE STATUTES, LAWS, CODES, ORDINANCES, REGULATIONS OR REQUIREMENTS OR COMPLIANCE OF THE SUBJECT PROPERTY WITH COVENANTS, CONDITIONS, AND RESTRICTIONS, WHETHER OR NOT OF RECORD. PURCHASER ACKNOWLEDGES AND AGREES THAT PURCHASER WILL CONDUCT ITS OWN INVESTIGATIONS AND STUDIES OF THE PROPERTY AND ALL ASPECTS THEREOF, INCLUDING WITHOUT LIMITATION THE PROPERTY'S CHARACTERISTICS, ITS PHYSICAL CONDITION (INCLUDING ANY DEFECTS THEREIN), ALL LEGAL REQUIREMENTS APPLICABLE THERETO, THE OPERATION AND USE THEREOF, THE ENVIRONMENTAL CONDITION OF THE PROPERTY AND ALL MATTERS DESCRIBED IN THE PRECEDING SENTENCE; IF FOR ANY REASON WHATSOEVER PURCHASER IS PRECLUDED BY SELLER FROM CONDUCTING SUCH INVESTIGATIONS AND STUDIES, PURCHASER SHALL BE REQUIRED TO GIVE WRITTEN NOTICE THEREOF TO SELLER PRIOR TO THE CONTINGENCY DATE.
AS IS. BASIS: Subject only to Paragraphs 47, 54 and 55, and to Landlord ------------ making the improvements shown on Exhibit B to be attached hereto, it is hereby --------- agreed that the Premises leased hereunder is leased strictly on an "as-is" basis and in its present condition, and in the configuration as shown on Exhibit B to --------- be attached hereto, and by reference made a part hereof. Except as noted herein, it is specifically agreed between the parties that after Landlord makes the interior improvements as shown on Exhibit B, Landlord shall not be required to --------- make, nor be responsible for any cost, in connection with any repair, restoration, and/or improvement to the Premises in order for this Lease to commence, or thereafter, throughout the Term of this Lease. Landlord makes no warranty or representation of any kind or nature whatsoever as to the condition or repair of the Premises, nor as to the use or occupancy which may be made thereof.