Common use of As-Is, Where Clause in Contracts

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.