Property Sold “As Is”. Xxxxxxxxx agrees to accept the Property at Settlement in its present physical condition. No representations or warranties are made as to zoning, structural integrity, physical condition, environmental condition, construction, workmanship, materials, habitability, fitness for a particular purpose, or merchantability of all or any part of the Property.
Property Sold “As Is”. All parties agree that Property is sold “as is”, with all faults including but not limited to damage from termites and other wood destroying organisms and lead-based paint and lead-based paint hazards. Seller shall have no obligation to make any repairs or replacements to Property.
Property Sold “As Is”. 11.1 Except for Seller’s representations and warranties set forth in this Agreement, Seller hereby specifically disclaims any warranty (oral or written) concerning: (i) the nature and condition of the Property and the suitability thereof for any and all activities and uses that Purchaser elects to conduct thereon; (ii) the manner, construction, condition and state of repair or lack of repair of the Improvements; (iii) the compliance of the Land and the Improvements or their operation with any laws, rules, ordinances or regulations of any government or other body; and (iv) the content or accuracy of any documents or materials delivered by Seller to Purchaser. Except for Seller’s representations and warranties contained in this Agreement, Purchaser is relying solely upon, and as of the expiration of the Inspection 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. EXCEPT FOR SELLER’S EXPRESS REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS AGREEMENT, THE SALE OF THE PROPERTY AS PROVIDED FOR HEREIN IS MADE ON A STRICTLY “AS IS” “WHERE IS” BASIS AS OF THE CLOSING DATE, AND SELLER MAKES NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, OR ARISING BY OPERATION OF LAW, INCLUDING, BUT IN NO WAY LIMITED TO, ANY WARRANTY OF QUANTITY, QUALITY, CONDITION, HABITABILITY, MERCHANTABILITY, SUITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTY, ANY IMPROVEMENTS LOCATED THEREON OR ANY SOIL CONDITIONS RELATED THERETO.
Property Sold “As Is”. (a) Buyer acknowledges and agrees that (i) the Property is being sold, and Buyer shall accept possession of the Property on the Closing Date, “AS IS, WHERE IS, WITH ALL FAULTS”, with no right of setoff or reduction in the Purchase Price; (ii) except for Seller’s Warranties, none of the Seller Parties have or shall be deemed to have made any verbal or written representations, warranties, promises or guarantees (whether express, implied, statutory or otherwise) to Buyer with respect to the Property, any matter set forth, contained or addressed in the Documents (including, but not limited to, the accuracy and completeness thereof) or the results of Buyer’s Due Diligence; and (iii) Buyer has confirmed independently all information that it considers material to its purchase of the Property or the Transaction. Buyer specifically acknowledges that, except for Seller’s Warranties, Buyer is not relying on (and Seller and each of the other Seller Parties does hereby disclaim and renounce) any representations or warranties of any kind or nature whatsoever, whether oral or written, express, implied, statutory or otherwise, from Seller or any other Seller Parties, as to any matter whatsoever. Buyer further acknowledges and agrees that, except for Seller’s Warranties, Seller is under no duty to make any affirmative disclosures or inquiry regarding any matter which may or may not be known to Seller or any of the other Seller Parties, and Buyer, for itself and for its successors and assigns, hereby expressly waives and releases Seller and each of the other Seller Parties from any such duty that otherwise might exist.
Property Sold “As Is”. Xxxxx accepts the Property “As-Is” as of the date of the execution of this Agreement, without any warranties or representations from Seller regarding the use, condition or habitability of the Property. Furthermore, Seller makes no warranties, either expressed or implied, nor assumes any liability whatsoever regarding the social, economic, or environmental aspects of the Property, to include without limitation: the soil conditions, water drainage, physical access, condition of improvements, natural or artificial hazards, or merchantability, suitability, or profitability of the Property for any use or purpose.
Property Sold “As Is”. (a) Purchaser shall accept the Twentieth Floor Unit (including its undivided interest in the General Common Elements and all rights of the owner of the Twentieth Floor Unit with respect to the Limited Common Elements appurtenant to the Twentieth Floor Unit) “as is,” where is, and in its present physical condition, subject to (i) reasonable use, wear, tear and natural deterioration thereto between now and the Closing Date,
Property Sold “As Is”. BUYER ACKNOWLEDGES AND AGREES THAT (A) EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN ANY CLOSING DOCUMENTS EXECUTED AND DELIVERED BY SELLER TO BUYER AT CLOSING, THE PURCHASE OF THE PROPERTY SHALL BE ON AN “AS IS”, “WHERE IS”, “WITH ALL FAULTS” BASIS, SUBJECT TO ORDINARY WEAR AND TEAR FROM THE EFFECTIVE DATE UNTIL CLOSING, AND (B) EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN ANY CLOSING DOCUMENTS EXECUTED AND DELIVERED BY SELLER TO BUYER AT CLOSING, SELLER HAS NO OBLIGATION TO REPAIR ANY DAMAGE TO OR DEFECT IN THE PROPERTY, REPLACE ANY OF THE PROPERTY OR OTHERWISE REMEDY ANY MATTER AFFECTING THE CONDITION OF THE PROPERTY.
Property Sold “As Is”. BUYER ACKNOWLEDGES AND AGREES THAT: (i) THE PREMISES SHALL BE SOLD, AND BUYER SHALL ACCEPT POSSESSION OF THE PREMISES ON THE CLOSING DATE, “AS IS, WHERE IS, WITH ALL FAULTS,” WITH NO RIGHT OF SETOFF OR REDUCTION IN THE PURCHASE PRICE, EXCEPT AS OTHERWISE SET FORTH IN THIS AGREEMENT; (ii) EXCEPT FOR SELLER’S WARRANTIES AND REPRESENTATIONS SET FORTH IN SECTION 15 (COLLECTIVELY, THE “SELLER’S WARRANTIES”), NONE OF SELLER, ITS COUNSEL, SELLER’S BROKER, SALES AGENTS, NOR ANY PARTNER, OFFICER, DIRECTOR, EMPLOYEE, AGENT OR ATTORNEY OF SELLER, NOR THEIR COUNSEL, NOR ANY OTHER PARTY RELATED IN ANY WAY TO ANY OF THE FOREGOING (COLLECTIVELY, THE “SELLER PARTIES”) HAVE OR SHALL BE DEEMED TO HAVE MADE ANY VERBAL OR WRITTEN REPRESENTATIONS, WARRANTIES, PROMISES OR GUARANTEES (WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE) TO BUYER WITH RESPECT TO THE PREMISES, ANY MATTER SET FORTH, CONTAINED OR ADDRESSED IN ANY OTHER TRANSACTIONAL DOCUMENTS, (INCLUDING THE ACCURACY, COMPLETENESS AND CONTENT THEREOF), OR THE RESULTS OF BUYER’S STUDIES; (iii) BUYER WILL, PRIOR TO CLOSING, CONFIRM INDEPENDENTLY ALL INFORMATION THAT IT CONSIDERS MATERIAL TO ITS PURCHASE OF THE PREMISES; AND (iv) BY PROCEEDING TO CLOSING BUYER ACCEPTS THE RISK OF ANY AND ALL KNOWN AND/OR POTENTIAL ENVIRONMENTAL LIABILITIES ASSOCIATED WITH THE PREMISES AND, BUT FOR ANY HAZARDOUS SUBSTANCES OR OTHER ENVIRONMENTAL CONTAMINATION THAT IS LOCATED ON THE PREMISES DUE TO THEIR RELEASE BY SELLER PRIOR TO CLOSING, OR ANY HAZARDOUS SUBSTANCES OR OTHER ENVIRONMENTAL CONTAMINATION THAT IS LOCATED ON THE PREMISES AND WITHIN THE SELLER’S KNOWLEDGE (AS SUCH TERM IS DEFINED IN SECTION 15 HERETO), BUT NOT DISCLOSED BY SELLER TO BUYER, BUYER SPECIFICALLY AGREES TO RELEASE SELLER FROM ANY LIABILITIES AND CLAIMS ARISING OUT OF THE PRESENCE OF HAZARDOUS SUBSTANCES OR OTHER ENVIRONMENTAL CONTAMINATION ON, IN OR UNDER THE PREMISES. BUYER SPECIFICALLY ACKNOWLEDGES THAT THE FOREGOING RELEASE IS IN ADDITION TO, AND IS NOT INTENDED TO MODIFY, DETRACT FROM OR ABROGATE THE RELEASE, INDEMNIFICATION, DEFENSE AND HOLD HARMLESS PROVISIONS OF SECTION 4(b) RELATING TO MIGRATION FROM EITHER THE ALLEGRO PARCEL AND/OR THE 3-ACRE PARCEL. BUYER ALSO SPECIFICALLY ACKNOWLEDGES THAT, EXCEPT FOR SELLER’S WARRANTIES, BUYER IS NOT RELYING ON (AND SELLER AND EACH OF THE OTHER SELLER PARTIES DOES HEREBY DISCLAIM AND RENOUNCE) ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE WHATSOEVER,
Property Sold “As Is”. PURCHASER ACKNOWLEDGES AND AGREES THAT (A) THE PURCHASE OF THE PROPERTY SHALL BE ON AN “AS IS”, “WHERE IS”, “WITH ALL FAULTS” BASIS, SUBJECT TO ORDINARY WEAR AND TEAR FROM THE EFFECTIVE DATE UNTIL CLOSING, AND (B) EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN ANY OF THE OTHER SELLER CLOSING DELIVERIES, AS APPLICABLE, NEITHER SELLER NOR ANY OTHER STARWOOD ENTITY HAS ANY OBLIGATION TO REPAIR ANY DAMAGE TO OR DEFECT IN THE PROPERTY, REPLACE ANY OF THE PROPERTY OR OTHERWISE REMEDY ANY MATTER AFFECTING THE CONDITION OF THE PROPERTY. NOTWITHSTANDING THE FOREGOING, NOTHING IN THIS SECTION 6.1 SHALL OBLIGATE PURCHASER TO CLOSE THE TRANSACTIONS CONTEMPLATED IN THIS AGREEMENT IF ANY OF THE PURCHASER CLOSING CONDITIONS ARE NOT SATISFIED AT THE CLOSING.
Property Sold “As Is”. Subject to Xxxxx’s right to terminate this Agreement pursuant to Section 9, Xxxxx agrees to accept the Property in its current condition, including, without limitation, its current environmental and geological condition, and in an “AS-IS” and with “ALL FAULTS” condition. Buyer’s payment of the Purchase Price at Closing constitutes Buyer’s acknowledgment and agreement that: