As Is, Where Is Clause Samples

As Is, Where Is. The Property is being sold “As Is – Where Is” without any warranties or representations of Seller, except as otherwise expresslly provided for in this Agreement. Except as expressly set for herein to the contrary, SELLER MAKES NO AND SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS CONCERNING THE PROPERTY INCLUDING, WITHOUT LIMITATION, REPRESENTATIONS AS TO THE VALUE OF THE PROPERTY, THE ENVIRONMENTAL CONDITION OF THE PROPERTY, THE COMPLIANCE OR NON- COMPLIANCE OF THE PROPERTY WITH RESPECT TO APPLICABLE ENVIRONMENTAL, BUILDING, ZONING, LICENSING, PERMITTING, ACCESSIBILITY, AND OTHER LAWS AND REGULATIONS, THE CONDITION AND STRUCTURAL INTEGRITY OF ANY IMPROVEMENTS LOCATED ON THE PROPERTY, ACCESS TO THE PROPERTY, UTILITY SERVICE TO THE PROPERTY, THE SUITABILITY, QUALIFICATION, OR LEGAL SUFFICIENCY OF THE PROPERTY FOR USE IN CONNECTION WITH ANY LIKE KIND EXCHANGE CONTEMPLATED BY PURCHASER, THE PRESENCE OF HAZARDOUS SUBSTANCES ON OR UNDER THE PROPERTY, THE DEVELOPABILITY OF THE PROPERTY, THE COSTS OF OWNING AND OPERATING THE PROPERTY AND THE IMPROVEMENTS LOCATED THEREON, THE PAST, PRESENT, OR PROJECTED FUTURE PERFORMANCE AND PROFITABILITY OF THE PROPERTY, OR ANY OTHER MATTER RELATING TO THE SUBJECT PROPERTY. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT TO THE CONTRARY, SELLER HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND OR NATURE WHATSOEVER (INCLUDING, WITHOUT LIMITATION, WARRANTIES OF HABITABILITY AND FITNESS FOR PARTICULAR PURPOSES), WHETHER EXPRESSED OR IMPLIED INCLUDING, WITHOUT LIMITATION WARRANTIES WITH RESPECT TO THE PROPERTY. EXCEPT AS IS EXPRESSLY SET FORTH IN THIS AGREEMENT, PURCHASER ACKNOWLEDGES THAT IT IS NOT RELYING UPON ANY REPRESENTATION OF ANY KIND OR NATURE MADE BY SELLER OR ANY OF THE SELLER RELATED PARTIES, WITH RESPECT TO THE PROPERTY, AND THAT, IN FACT, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT TO THE CONTRARY, NO SUCH REPRESENTATIONS WERE MADE. TO THE EXTENT REQUIRED TO BE OPERATIVE, THE DISCLAIMERS AND WARRANTIES CONTAINED HEREIN ARE "CONSPICUOUS" DISCLAIMERS FOR PURPOSES OF ANY APPLICABLE LAW, RULE, REGULATION OR ORDER.

As Is, Where Is. THE NXRT GROUP UNDERSTANDS AND AGREES THAT THE NXRT ASSETS AND THE NXRT LIABILITIES TRANSFERRED PURSUANT TO THIS AGREEMENT OR ANY ANCILLARY AGREEMENT ARE BEING TRANSFERRED “AS IS”, “WHERE IS”, “AND WITH ALL FAULTS,” AND NO PARTY HAS MADE, NOR IS ANY PARTY LIABLE FOR OR BOUND IN ANY MANNER BY ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTEES, PROMISES, STATEMENTS, INDUCEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE NXRT ASSETS OR THE NXRT LIABILITIES OR ANY PART THEREOF, THE PHYSICAL OR STRUCTURAL CONDITION, ENVIRONMENTAL CONDITION, COMPLIANCE WITH BUILDING CODES OR LAWS, INCOME, EXPENSES OR OPERATION THEREOF, THE USES WHICH CAN BE MADE OF THE SAME OR ANY OTHER MATTER OR THING WITH RESPECT THERETO. WITHOUT LIMITING THE FOREGOING, THE NXRT GROUP ACKNOWLEDGES AND AGREES THAT, OTHER THAN A REPRESENTATION OR WARRANTY EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN ANY ANCILLARY AGREEMENT OR IN ANY OTHER AGREEMENT OR DOCUMENT CONTEMPLATED BY THIS AGREEMENT OR ANY ANCILLARY AGREEMENT, THE NHF GROUP IS NOT LIABLE FOR OR BOUND BY (AND THE NXRT GROUP HAS NOT RELIED UPON) ANY ORAL OR WRITTEN STATEMENTS, REPRESENTATIONS, OR FINANCIAL STATEMENTS PERTAINING TO THE OPERATION OF THE NXRT ASSETS OR THE NXRT LIABILITIES. THE NXRT GROUP FURTHER ACKNOWLEDGES, AGREES, AND REPRESENTS THAT, OTHER THAN A REPRESENTATION OR WARRANTY SET FORTH IN THIS AGREEMENT OR IN ANY ANCILLARY AGREEMENT OR IN ANY OTHER AGREEMENT OR DOCUMENT CONTEMPLATED BY THIS AGREEMENT OR ANY ANCILLARY AGREEMENT, IT SHALL BE ACQUIRING THE NXRT ASSETS IN AN “AS IS” “WHERE IS” AND “WITH ALL FAULTS” CONDITION WITH RESPECT TO THE STRUCTURAL AND MECHANICAL ELEMENTS OF THE PROPERTIES, THE PHYSICAL AND ENVIRONMENTAL CONDITION OF THE PROPERTIES, THE FIRE-LIFE SAFETY SYSTEMS AND THE FURNITURE, FIXTURES AND EQUIPMENT LOCATED THEREON OR ATTACHED THERETO, AND THE NXRT GROUP HEREBY RELEASES THE NHF GROUP AND THEIR AFFILIATES FROM ANY AND ALL OBLIGATIONS, LIABILITIES, CLAIMS, DEMANDS, SUITS, CAUSES OF ACTION, DAMAGES, JUDGMENTS, COSTS AND EXPENSES RELATING TO ANY OF THE FOREGOING.

As Is, Where Is. (a) The Buyer does hereby acknowledge, represent, warrant and agree to and with the Seller that, except as otherwise expressly provided in this Agreement or in any closing documents to be delivered by the Seller to the Buyer at Closing: (i) the Buyer is expressly purchasing the Asset (and any part thereof) in its existing condition “AS IS, WHERE IS, AND WITH ALL FAULTS” whether known or unknown with respect to all facts, circumstances, conditions and defects, both patent and latent; (ii) the Seller has no obligation to inspect for, repair or correct any such facts, circumstances, conditions or defects or to compensate Buyer for same; (iii) the Seller has provided the Buyer sufficient opportunity to make such independent factual, physical and legal examinations and inquiries as the Buyer deems necessary or appropriate with respect to the Asset and the transaction contemplated by this Agreement; (iv) the Seller has specifically bargained for the assumption by the Buyer of all responsibility to inspect and investigate the Asset and of all risk of adverse conditions and has structured the Purchase Price and other terms of this Agreement in consideration thereof; (v) the Buyer has undertaken or will undertake all such inspections and investigations of the Asset as the Buyer deems necessary or appropriate with respect to the Asset and the suitability of the Asset for Buyer’s intended use, and based upon same, the Buyer is and will be relying strictly and solely upon such inspections and examinations and the advice and counsel of its own consultants, agents, legal counsel and officers, the Buyer has approved or will approve the Asset in all respects, and the Buyer is and will be fully satisfied that the Purchase Price is fair and adequate consideration for the Asset; and (vi) the Seller is not making and has not made any warranty or representation with respect to any materials or other data provided by the Seller to the Buyer (whether prepared by or for the Seller or others) or the education, skills, competence or diligence of the preparers thereof or the physical condition or any other aspect of all or any part of the Asset as an inducement to the Buyer to enter into this Agreement and thereafter to purchase the Asset or for any other purpose. Without limiting the generality of any of the foregoing, the Buyer specifically acknowledges that the Seller does not represent or in any way warrant the accuracy of any marketing information or pamphlets listing or descri...

As Is, Where Is. THE PERSONAL PROPERTY IS BEING CONVEYED “AS IS”, “WHERE IS”, AND “WITH ALL FAULTS” AS OF THE DATE OF THIS ASSIGNMENT, WITHOUT ANY REPRESENTATION OR WARRANTY WHATSOEVER AS TO ITS CONDITON, FITNESS FOR ANY PARTICULAR PURPOSE, MERCHANTABILITY OR ANY OTHER WARRANTY, EXPRESS OR IMPLIED, EXCEPT AS SPECIFICALLY SET FORTH IN THIS INSTRUMENT. SELLER SPECIFICALLY DISCLAIMS ANY WARRANTY, GUARANTY OR REPRESENTATION, ORAL OR WRITTEN, PAST OR PRESENT, THERETO. BUYER IS HEREBY THUS ACQUIRING THE PERSONAL PROPERTY BASED SOLEY UPON BUYER’S OWN INDEPENDENT INVESTIGATIONS AND INSPECTION OF THAT PROPERTY AND NOT IN RELIANCE UPON ANY INFORMATION PROVIDED BY SELLER OR SELLER’S AGENTS OR CONTRACTORS.

As Is, Where Is. EACH OF THE CONVEYED ASSETS IS BEING CONVEYED “AS IS”, “WHERE IS”, AND “WITH ALL FAULTS” AS OF THE DATE OF THIS ASSIGNMENT, WITHOUT ANY REPRESENTATION OR WARRANTY WHATSOEVER AS TO ITS CONDITON, FITNESS FOR ANY PARTICULAR PURPOSE, MERCHANTABILITY OR ANY OTHER WARRANTY, EXPRESS OR IMPLIED OTHER THAN AS SET FORTH IN THE AGREEMENT OF SALE OR THIS ASSIGNMENT. SELLER SPECIFICALLY DISCLAIMS ANY WARRANTY, GUARANTY OR REPRESENTATION, ORAL OR WRITTEN, PAST OR PRESENT, THERETO EXCEPT AS OTHERWISE SET FORTH IN THE AGREEMENT OF SALE OR THIS ASSIGNMENT. BUYER IS HEREBY THUS ACQUIRING THE CONVEYED ASSETS BASED SOLEY UPON BUYER’S OWN INDEPENDENT INVESTIGATIONS AND INSPECTION OF THAT PROPERTY AND NOT IN RELIANCE UPON ANY INFORMATION PROVIDED BY SELLER OR SELLER’S AGENTS OR CONTRACTORS EXCEPT AS OTHERWISE SET FORTH IN THE AGREEMENT OF SALE OR THIS ASSIGNMENT.

As Is, Where Is. Except as expressly set forth in this Agreement to the contrary, Buyer is expressly purchasing the Property in its existing condition “AS-IS, WHERE-IS, AND WITH ALL FAULTS” with respect to all facts, circumstances, conditions and defects, and, Seller has no obligation to determine or correct any such facts, circumstances, conditions or defects or to compensate Buyer for same. Buyer is relying strictly and solely upon such inspections and examinations and the advice and counsel of its own consultants, agents, legal counsel, and officers.

As Is, Where Is. Except as specifically provided in this Agreement, Contributor makes no covenant, representation or warranty as to the suitability of the Property for any purpose whatsoever or as to the physical condition of the Property or relating to its environmental (including any laws concerning the presence of oil or hazardous materials) condition or status (including handicap access and compliance with laws benefiting the disabled). Except as specifically provided in this Agreement, the Property is being conveyed “AS IS”, “WHERE IS”, “WITH ALL FAULTS” and “SUBJECT TO ALL DEFECTS,” AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE ARE HEREBY DISCLAIMED. Except as otherwise expressly stated herein, no materials provided to the Partnership by Contributor pursuant to the terms of the Inspection Agreement are a representation or warranty as to any matter contained therein. To Contributor’s knowledge, Contributor is unaware of any inaccuracies in any such materials provided to the Partnership. Except as otherwise expressly stated in this Agreement, Contributor is not bound in any manner by express or implied warranties, guaranties, promises, statements, representations or information pertaining to the Property as to its physical condition, compliance with laws, permits, licenses, space leases, rents, income, cash flow, gross income, net income, profits, earnings, occupancies, expenses and operations, or any other matter or thing, except as specifically set forth in this Agreement. In addition, except as otherwise expressly stated in this Agreement, Contributor is not bound or liable in any manner by any verbal or written statements, representations or any information pertaining to the Property, or claimed to have been furnished by any person or party, agent, contractor, engineer, consultant, broker or employee of Contributor.

As Is, Where Is. SUBJECT TO ALL OF THE OBLIGATIONS OF RELATED REFINERY OWNER UNDER THIS LEASE INCLUDING THOSE SET FORTH IN ARTICLE 5, ARTICLE 10 AND SECTION 12.18, RELEVANT ASSET OWNER HEREBY ACCEPTS THE APPLICABLE PREMISES “AS IS”, “WHERE IS”, AND “WITH ALL FAULTS”, AND RELATED REFINERY OWNER MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, UNDER THIS LEASE AS TO THE PHYSICAL CONDITION OF THE APPLICABLE PREMISES, INCLUDING THE APPLICABLE PREMISES’ MERCHANTABILITY, HABITABILITY, CONDITION, FITNESS, OR SUITABILITY FOR ANY PARTICULAR USE OR PURPOSE.

As Is, Where Is. (a) Purchaser represents that by reason of its business and financial experience, and the business and financial experience of those persons retained by Purchaser to advise it with respect to its investment in the Property, Purchaser has sufficient knowledge, sophistication and experience in business and financial matters to evaluate the merits and risks of the prospective investment and is able to bear the economic risk of such investment. Purchaser has had and will have during the Inspection Period adequate opportunity and time to review and analyze the risks attendant to the transactions contemplated in this Agreement with the assistance and guidance of competent professionals. In addition, Purchaser acknowledges that it has had and will have during the Inspection Period a sufficient period of time to inspect, examine and investigate the Property and the Hotel’s operations (including, without limitation, to review and evaluate the physical (including the environmental) condition, survey and title matters relating to the Property) including, but not limited to, the Books and Records provided or made available by Seller or anyone acting on behalf of Seller and/or Manager. Purchaser represents, warrants and agrees that, except for the Seller Representations, Purchaser is relying solely on its own inspections, examinations and investigations in making the decision to purchase the Property. Purchaser hereby acknowledges and agrees that it shall not have the right to terminate this Agreement and obtain a refund of the Deposit as a result of its dissatisfaction with any aspect of its investigation of the Property after the expiration of the Inspection Period. (b) Except for the Seller Representations, Purchaser has not relied, and is not relying, upon any information, documents, sales brochures, other literature, maps or sketches, projections, pro formas, statements, representations or warranties (whether express or implied, oral or written, material or immaterial) that may have been given or made by or on behalf of Seller. (c) Except for the Seller Representations, Purchaser is not relying and has not relied on Seller or any of its Affiliates, or any of their respective officers, members, partners, directors, shareholders, agents, attorneys, employees or representatives as to (i) the quality, nature, adequacy or physical condition of the Property including, but not limited to, the structural elements, foundations, roofs, appurtenances, access, landscaping, pa...