Common use of As-Is Transaction Clause in Contracts

As-Is Transaction. Except as expressly provided in this Agreement, Seller is not making and has not at any time made any warranties or representations of any kind or character, express or implied, with respect to the Property, including, but not limited to, any warranties or representations as to habitability, merchantability, fitness for a particular purpose, title (other than Seller’s limited warranty of title to be set forth in the deed), zoning, tax consequences, physical or environmental condition, operating history or projections, valuation, governmental approvals, governmental regulations, the truth, accuracy or completeness of the items or any other information provided by or on behalf of Seller to Buyer or any other matter or thing regarding the Property. Upon Closing, Seller shall sell and convey to Buyer, and Buyer shall accept the Property “as is, where is, with all faults.” Buyer has not relied upon and will not rely upon either directly or indirectly, any representation or warranty of Seller with respect to the Property except as expressly provided in this Agreement. Buyer will conduct such investigations of the Property, including but not limited to, the physical and environmental conditions thereof, as Buyer deems necessary to satisfy itself as to the condition of the Property and will rely solely upon same and not upon any information provided by or on behalf of Seller. Upon Closing, Buyer shall assume the risk that adverse matters, including but not limited to, construction defects and adverse physical and environmental conditions, may not have been revealed by Buyer’s investigations or any information supplied by or on behalf of Seller pursuant to this Agreement. Buyer, upon Closing, hereby waives, relinquishes and releases Seller from and against any and all claims, demands, causes of action, losses, damages, liabilities, costs and expenses (including attorneys’ fees and court costs) of any kind and every kind or character, known or unknown, which Buyer might have asserted or alleged against Seller at any time by reason of or arising out of any construction defects, physical and environmental conditions and any and all other matters regarding the Property except as otherwise specifically provided in this Agreement.

As-Is Transaction. Except Buyer hereby acknowledges and agrees that, except as otherwise expressly provided in this Agreement, Seller is not making and has not at any time made any makes no representations or warranties or representations of any kind or characterwhatsoever, express or implied, with respect to any matter relating to the PropertyAcquired Assets, includingor otherwise relating to any of the transactions contemplated hereby, but not limited to, including without limitation any warranties or representations as to habitability, merchantability, fitness for a particular purpose, title (other than Seller’s limited warranty of title income to be set forth derived or expenses to be incurred in connection with the deedAcquired Assets, the physical condition of any personal Acquired Assets comprising a part of the Acquired Assets or which is the subject of any other Acquired Real Property Lease or Acquired Contract, the environmental condition or other matter relating to the physical condition of any real Acquired Assets or improvements which are the subject of any real Acquired Assets lease to be assumed by Buyer at the Closing, the zoning of any such real Acquired Assets or improvements, the value of the Acquired Assets (or any portion thereof), zoningthe terms, tax consequencesamount, physical validity or environmental condition, operating history or projections, valuation, governmental approvals, governmental regulationsenforceability of any Assumed Liabilities, the truth, accuracy merchantability or completeness fitness of the items personal Acquired Assets or any other information provided by portion of the Acquired Assets for any particular purpose. Seller makes no warranties or on behalf of Seller to Buyer or any representations, in connection with this transaction, other matter or thing regarding the Property. Upon Closing, Seller shall sell and convey to Buyer, and Buyer shall accept the Property “than as is, where is, with all faults.” Buyer has not relied upon and will not rely upon either directly or indirectly, any representation or warranty of Seller with respect to the Property except as expressly provided set forth in this Agreement. Buyer will conduct such investigations of Without in any way limiting the Propertyforegoing, including but not limited to, the physical and environmental conditions thereof, as Buyer deems necessary to satisfy itself as subject to the condition of the Property representations, warranties and will rely solely upon same and not upon any information provided by or on behalf of Seller. Upon Closing, Buyer shall assume the risk that adverse matters, including but not limited to, construction defects and adverse physical and environmental conditions, may not have been revealed by Buyer’s investigations or any information supplied by or on behalf of Seller pursuant to this Agreement. Buyer, upon Closing, hereby waives, relinquishes and releases Seller from and against any and all claims, demands, causes of action, losses, damages, liabilities, costs and expenses (including attorneys’ fees and court costs) of any kind and every kind or character, known or unknown, which Buyer might have asserted or alleged against Seller at any time by reason of or arising out of any construction defects, physical and environmental conditions and any and all other matters regarding the Property except as otherwise specifically provided covenants expressly set forth in this Agreement., Seller hereby disclaims any warranty, express or implied, of merchantability or fitness for any particular purpose as to all or any portion of the Acquired Assets. Accordingly, subject to the representations, warranties and covenants expressly set forth in this Agreement, Buyer will accept the Acquired Assets at the Closing "AS IS," "WHERE IS" AND "

As-Is Transaction. Except Buyer hereby acknowledges and agrees that, except as otherwise expressly provided in this AgreementAgreement (and without in any respect impairing any of Seller's Representations and Warranties under Article III or its covenants under Articles V or VI), the Seller is not making and has not at any time made any makes no representations or warranties or representations of any kind or characterwhatsoever, express or implied, with respect to any matter relating to the Property, Assets including, but not limited towithout limitation, income to be derived or expenses to be incurred in connection with the Assets, the physical condition of any warranties personal Assets comprising a part of the Assets or representations as which is the subject of any other lease or contract to habitabilitybe assumed by Buyer at the Closing, merchantabilitythe environmental condition or other matter relating to the physical condition of any real Assets or improvements which are the subject of any real Assets lease to be assumed by Buyer at the Closing, the zoning of any such real Assets or improvements, the value of the Assets (or any portion thereof), the terms, amount, validity or enforceability of any assumed liabilities, the merchantability or fitness of the personal Assets or any other portion of the Assets for a any particular purpose. Without in any way limiting the foregoing, title (other than Seller’s limited warranty of title subject to be the representations, warranties and covenants expressly set forth in the deed)this Agreement Seller hereby disclaims any warranty, zoningexpress or implied, tax consequences, physical of merchantability or environmental condition, operating history or projections, valuation, governmental approvals, governmental regulations, the truth, accuracy or completeness fitness for any particular purpose as to any portion of the items Assets. Buyer further acknowledges that Buyer has conducted an independent inspection and investigation of the physical condition of the Assets and all such other matters relating to or affecting the Assets as Buyer deemed necessary or appropriate and that in proceeding with its acquisition of the Assets, except for any other information provided by or on behalf of Seller representations and warranties and covenants expressly set forth in this Agreement, Buyer is doing so based solely upon such independent inspections and investigations. Accordingly, subject to the representations, warranties and covenants expressly set forth in this Agreement Buyer or any other matter or thing regarding the Property. Upon Closing, Seller shall sell and convey to Buyer, and Buyer shall will accept the Property “Assets at the Closing "as is", "where is, " and "with all faults".” Buyer has not relied upon and will not rely upon either directly or indirectly, any representation or warranty of Seller with respect to the Property except as expressly provided in this Agreement. Buyer will conduct such investigations of the Property, including but not limited to, the physical and environmental conditions thereof, as Buyer deems necessary to satisfy itself as to the condition of the Property and will rely solely upon same and not upon any information provided by or on behalf of Seller. Upon Closing, Buyer shall assume the risk that adverse matters, including but not limited to, construction defects and adverse physical and environmental conditions, may not have been revealed by Buyer’s investigations or any information supplied by or on behalf of Seller pursuant to this Agreement. Buyer, upon Closing, hereby waives, relinquishes and releases Seller from and against any and all claims, demands, causes of action, losses, damages, liabilities, costs and expenses (including attorneys’ fees and court costs) of any kind and every kind or character, known or unknown, which Buyer might have asserted or alleged against Seller at any time by reason of or arising out of any construction defects, physical and environmental conditions and any and all other matters regarding the Property except as otherwise specifically provided in this Agreement.