As-Is, Where Clause Samples

As-Is, Where. Is, With All Faults Sale. Buyer shall conduct such Due Diligence as Buyer deems necessary or appropriate prior to the Due Diligence Deadline, and shall independently confirm to its satisfaction all information that it considers material to its purchase of the Property or the Transaction. Accordingly, the Property shall be 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. Without limiting the foregoing, 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. In addition, Buyer expressly understands and acknowledges that any documents made available to Buyer may not be complete in all respects and that Seller may not have complete information concerning the Property in Seller’s possession or control. Buyer acknowledges that all such information must be verified independently during Due Diligence. In addition, Buyer expressly understands and acknowledges that it is possible that unknown Liabilities may exist with respect to the Property and that Buyer explicitly took that possibility into account in determining and agreeing to the Purchase Price, and that a portion of such consideration, having been bargained for between the parties with the knowledge of the possibility of such unknown Liabilities shall be given in exchange for the existence of any and all such Liabilities. In furtherance of the foregoing commitments, Buyer shall execute and deliver to Seller at the Closing, an As Is Agreement as required by Paragraph 6.

As-Is, Where. Is and With All Faults Condition. (a) BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT: (i) (1) SELLER IS TRANSFERRING THE ACQUIRED ASSETS “AS IS, WHERE IS AND WITH ALL FAULTS” AND (2) EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF SELLER EXPRESSLY SET FORTH IN THIS AGREEMENT, BUYER IS NOT RELYING ON ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, FROM SELLER OR DIRECTORS, OFFICERS, MEMBER COMMUNITIES, EMPLOYEES, AGENTS, AFFILIATES, CONSULTANTS, COUNSEL, ACCOUNTANTS OR REPRESENTATIVES OF SELLER OR OF THE RECEIVER AS TO ANY MATTER, CONCERNING SELLER OR THE PROPERTIES OR ASSETS OF SELLER, OR SET FORTH, CONTAINED OR ADDRESSED IN ANY DUE DILIGENCE MATERIALS (INCLUDING THE COMPLETENESS THEREOF), INCLUDING WITHOUT LIMITATION (A) the quality, nature, habitability, merchantability, use, operation, value, marketability, adequacy or physical condition of the Real Property, including the Facility or any aspect or portion thereof, including, structural elements, foundation, roof, appurtenances, access, landscaping, parking facilities, electrical, mechanical, HVAC, plumbing, sewage, water and utility systems, facilities and appliances, soils, geology and groundwater, (B) the dimensions or lot size of the Real Estate or the square footage of any of the Improvements thereon, (C) the development or income potential, or rights of or relating to, the Real Property or the Facility or the fitness, suitability, value or adequacy of the Real Property or the Facility for any particular purpose, (D) the existence of any public restrictions on the use of the Real Property or the Facility, (E) the compliance of the Facility or its operation with any applicable Laws, (F) the ability of Buyer or any Affiliate to obtain any necessary Governmental Permits and Environmental Permits for the use or development of the Real Property or the Facility, (G) the presence, absence, condition or compliance of any Hazardous Materials on, in, under, above or about the Real Property or any adjoining or neighboring property, (H) the quality of any labor and materials used in any Improvements at the Real Property; (I) the intentions of any party with respect to the negotiation and/or execution of any lease or contract with respect to the Real Property or the Facility; and (J) the economics of, or the income and expenses, revenue or expense projections or other financial matters, relating to the operation of, the Real Proper...

As-Is, Where is. Purchaser understands that subject to the provisions of this Agreement it will take the Property "as-is" and "where-is" and hereby reaffirms the representations and warranties contained in Section 2.02. Purchaser hereby acknowledges that Seller has made it aware that Level P3 of the Hotel requires work and such work is currently in the design phase and will not have commenced at Closing.

As-Is, Where. IS, Lessee acknowledges Lessee has inspected the Premises and accepts them in an “as-is, where-is” condition. Except for carpet shampooing and general cleaning throughout and re-keying the entry door, Lessor will not be called upon to make any other modifications and/or improvements.

As-Is, Where. Is. Anything to the contrary in this Agreement (including, without limitation, Seller's representations and warranties in Article Three and Seller's covenants in Section 5.2 ), the Exhibits and Schedules attached to this Agreement or any other agreement, instrument or document delivered to Buyer in connection herewith or therewith notwithstanding, Seller shall not (i) be deemed to have made any representation, warranty, covenant or agreement hereunder or thereunder regarding or with respect to, or (ii) have any obligation or liability to Buyer or any other party hereunder (whether under Section 11.1 or otherwise) or thereunder arising out of or related to the physical condition or engineering capability of the cable plant (including, without limitation, all coaxial cable, converters, cable, drops, etc.) and equipment

As-Is, Where. IS. Subject to Seller’s express representations and warranties set forth in Section 10.01 of this Agreement, Purchaser is expressly purchasing the Real Property (indirectly by acquiring the Membership Interests in the Company) in its existing condition “AS-IS, WHERE-IS, AND WITH ALL FAULTS” and, except as expressly set forth in this Agreement, based upon the condition (physical or otherwise) of the Property as of the Effective Date.

As-Is, Where. IS 11.1.1 Purchaser acknowledges and agrees that (a) Purchaser has, or will have prior to the expiration of Purchaser’s Inspection Period, independently examined, inspected, and investigated to the full satisfaction of Purchaser, the physical nature and condition of the Property, including, without limitation, its environmental condition, and the income, operating expenses and carrying charges affecting the Property, (b) except as expressly set forth in this Contract or any document delivered by Seller at Closing, neither Seller nor any agent, member, officer, partner, employee, representative, broker or third party consultant of Seller has made any representation whatsoever regarding the subject matter of this Contract or any part thereof, including (without limiting the generality of the foregoing) representations as to the physical nature or environmental condition of the Property, the existence or non-existence of petroleum, asbestos, lead paint, fungi, including mold, or other microbial contamination, hazardous substances or wastes, underground or above ground storage tanks or any other environmental hazards on, under or about the Property, the Leases, operating expenses or carrying charges affecting the Property, the compliance of the Property or its operation with any laws, rules, ordinances or regulations of any applicable governmental or quasi-governmental authority or the habitability, merchantability, marketability, profitability, fitness or development of the Property for any purpose, (c) except as expressly set forth in this Contract or any document delivered by Seller at Closing, Purchaser, in executing, delivering and performing this Contract, does not rely upon any statement, offering material, operating statement, historical budget, engineering structural report, any environmental reports, information, or representation to whomsoever made or given, whether to Purchaser or others, and whether directly or indirectly, orally or in writing, made by any person, firm or corporation except as expressly set forth herein, and Purchaser acknowledges that any such statement, information, offering material, operating statement, historical budget, report or representation, if any, does not represent or guarantee future performance of the Property, and (d) Purchaser hereby waives, to the extent permitted by law, any and all implied warranties. Without limiting the foregoing, but in addition thereto, except as otherwise expressly set forth in this Contra...

As-Is, Where. Is (a) that subject to Section 8.1(l), it is the obligation of the Purchaser to satisfy itself that there is no Hazardous Waste or other hazardous substances or contamination on, in or about the Properties, and that the Vendors have no obligation to make any investigations, tests or studies with respect to the existence of any Hazardous Waste or other hazardous substances or contamination on, in or about the Properties; (b) that the Purchaser is purchasing the Purchased Assets in an “as is/where is” condition, that it enters into this Agreement relying entirely upon its own inspections and the representations, warranties and covenants of the Vendors specifically set out herein, and that there are no representations, warranties, guarantees, agreements or conditions, whether direct or collateral, or express or implied, which induced the Purchaser to enter into this Agreement or on which reliance is placed by the Purchaser, or which affect this Agreement or the Purchased Assets, other than as specifically set out in this Agreement; and (c) that the Purchaser is relying on its own due diligence in reviewing the Project Documents and, except as specifically set out herein, the Project Documents are not intended to constitute a representation or warranty as to any of the contents thereof on the part of the Vendors. The Purchaser hereby waives any requirement for the Vendors to obtain or provide to the Purchaser a “site profile” for the Properties under any applicable laws.

As-Is, Where. Is. Purchaser acknowledges that, save and except as expressly provided in this Agreement: (a) Sellers are selling and Purchaser is purchasing the Property on an “as is, where is” basis as shall exist on the Closing Date, and materially as it existed on the Effective Date, including any latent or patent defects and including any reasonable wear and tear that occurs during the term of this Agreement, and (b) Purchaser accepts the environmental and physical condition of the Property. No representation, warranty or condition is expressed or can be implied in respect of any matter of thing whatsoever concerning the Property, save and except as expressly provided for in this Agreement.