DISCLAIMER; RELEASE Sample Clauses
The DISCLAIMER; RELEASE clause serves to limit or eliminate one party's liability for certain claims, damages, or losses, and to have the other party waive or relinquish any rights to pursue such claims. In practice, this clause typically applies to situations where a party is exposed to potential legal claims arising from the use of products, services, or participation in activities, and it may specify particular risks or types of damages that are not covered. Its core function is to allocate risk between the parties and protect the disclosing or providing party from future lawsuits or demands related to the specified matters.
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DISCLAIMER; RELEASE. Subject to the express representations of Duke in Section 7.1 and the covenants of Duke in this Agreement to the extent such covenants survive Closing, the Construction Warranty and the documents delivered at Closing (collectively, "Duke’s Warranties”), it is understood and agreed that Duke is not making and has not at any time made any warranties or representations of any kind or character, expressed 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 Duke’s limited warranty of title to be set forth in the Deed), zoning, tax consequences, latent or patent physical or environmental condition, utilities, operating history or projections, valuation, governmental approvals, the compliance of the Property with governmental laws, the truth, accuracy or completeness of the Property documents or any other information provided by or on behalf of Duke to Holdings or the Company, or any other matter or thing regarding the Property. Subject to the express representations of Duke in the Duke’s Warranties, Holdings acknowledges and agrees that upon Closing, Duke shall sell and convey to the Company and Company shall accept the Property “AS IS, WHERE IS, WITH ALL FAULTS,” except to the extent otherwise expressly provided in this Agreement. Subject to the express representations of Duke in the Duke’s Warranties, Holdings has not relied and will not rely on, and Duke is not liable for or bound by, any expressed or implied warranties, guaranties, statements, representations or information pertaining to the Property or relating thereto (including specifically, without limitation, Property information packages distributed with respect to the Property) made or furnished by Duke, the manager of the Property, or any real estate broker or agent representing or purporting to represent Duke, to whomever made or given, directly or indirectly, orally or in writing. Holdings represents to Duke that Holdings has conducted, or will conduct prior to Closing, such investigations of the Property, including but not limited to, the physical and environmental conditions thereof, as Holdings deems necessary to satisfy itself as to the condition of the Property and the existence or nonexistence or curative action to be taken with respect to any hazardous or toxic substances on or discharged from the Property, and will rely solely upon same and not upon...
DISCLAIMER; RELEASE and “AS IS” Sale. As a material inducement to the execution and delivery of this Agreement by Seller, and the performance by Seller of its duties and obligations hereunder, the following provisions shall apply in the event Buyer does not elect to terminate this Agreement at the end of the Feasibility Period:
(a) Buyer acknowledges and warrants that Buyer will have had as of the end of the Feasibility Period adequate opportunity to become fully acquainted with the nature and condition, in all respects, of the Assets and Seller’s independent and assisted living business conducted at the Real Property, the existence or availability of all licenses, permits and approvals from governmental authorities necessary to operate Seller’s business, the manner of construction and the condition and state of repair of the tangible Assets.
(b) Buyer will be expressly purchasing the Assets in their existing condition, “AS IS, WITHOUT RECOURSE, AND WITH ALL FAULTS, AND DEFECTS, KNOWN OR UNKNOWN, AND WITHOUT ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND, FROM SELLER OTHER THAN THOSE SPECIFICALLY SET FORTH HEREIN” and Seller shall have no obligation to repair or correct any facts, circumstances or conditions or defects or to compensate Buyer for same unless the same is a breach by Seller of its representations, warranties or covenants of this Agreement or any term thereof.
(c) Absent fraud or a breach by Seller of its obligations under this Agreement, including its indemnity obligations set forth in Section 17, Buyer specifically agrees that Seller shall have no liability to Buyer and Buyer hereby waives any right of recourse against Seller, whether arising at law or in equity, under contract, tort law or statute (specifically including any Environmental Laws) with respect to the condition of the tangible Assets, any past uses of any of the foregoing, the economic feasibility of the Assets or Seller’s business operation therewith or the compliance or non-compliance of the Assets or Seller’s business operation with all laws, rules of regulations affecting or applicable to same.
(d) Buyer expressly understands and acknowledges that it is possible that unknown problems, conditions or claims may exist with respect to the Assets or the business operated therewith and that Buyer explicitly will have taken such into account in electing to proceed with the transaction on the terms set forth in this Agreement, including the purchase price for the Assets, and that a...
DISCLAIMER; RELEASE. AS AN ESSENTIAL INDUCEMENT TO SELLER TO ENTER INTO THIS AGREEMENT, AND AS PART OF THE DETERMINATION OF THE PURCHASE PRICE, BUYER ACKNOWLEDGES, THAT, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT AND THE DOCUMENTS EXECUTED BY SELLER IN CONNECTION HEREWITH:
DISCLAIMER; RELEASE. Subject to the express representations of Seller in Section 7.1, it is understood and agreed that Seller is not making and has not at any time made any warranties or representations of any kind or character, expressed 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 or ownership (other than Seller’s warranty of title to be set forth in the Deed or warranty of ownership to be set forth in the Bill of Sale), zoning, tax consequences, latent or patent physical or environmental condition, utilities, operating history or projections, valuation, governmental approvals, the compliance of the Property with governmental laws, the truth, accuracy or completeness of the Property documents, or any other information provided by or on behalf of Seller to Buyer, or any other matter or thing regarding the Property. Subject to the express representations of Seller in Section 7.1 and contained in the Deed and in the Bill of Sale, B▇▇▇▇ acknowledges and agrees that upon Closing, Seller shall sell and convey to Buyer and Buyer shall accept the Property “AS IS, WHERE IS, WITH ALL FAULTS,” except to the extent otherwise expressly provided in this Agreement. Subject to the express representations of Seller in Section 7.1, B▇▇▇▇ has not relied and will not rely on, and Seller is not liable for or bound by, any expressed or implied warranties, guaranties, statements, representations, or information pertaining to the Property or relating thereto (including specifically, without limitation, Property information packages distributed with respect to the Property) made or furnished by Seller, the manager of the Property, or any real estate broker or agent representing or purporting to represent Seller, to whomever made or given, directly or indirectly, orally or in writing. Buyer represents to Seller that Buyer has conducted, or will conduct prior to Closing, 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 the existence or nonexistence or curative action to be taken with respect to any hazardous or toxic substances on or discharged from the Property, and will rely solely upon same and not upon any information provided by or on behalf of Seller or its agents or employees with respect thereto, other than ...
DISCLAIMER; RELEASE. AS AN ESSENTIAL INDUCEMENT TO ASSIGNOR TO ENTER INTO THIS AGREEMENT, AND AS PART OF THE DETERMINATION OF THE ASSIGNMENT AND DEPOSIT CONSIDERATION, PURCHASER ACKNOWLEDGES, THAT, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT AND THE DOCUMENTS EXECUTED BY ASSIGNOR IN CONNECTION HEREWITH:
DISCLAIMER; RELEASE. EXCEPT AS EXPRESSLY SET FORTH HEREIN AND IN THE DOCUMENTS EXECUTED BY SELLER IN CONNECTION WITH THIS AGREEMENT, INCLUDING THE “DEED” (AS DEFINED BELOW) AND OTHER DOCUMENTS EXECUTED AT CLOSING, PURCHASER SHALL ACQUIRE THE PROPERTY AND THE PERSONAL PROPERTY ON AN “AS IS, WHERE IS” BASIS, WITH ALL FAULTS. EXCEPT AS EXPRESSLY SET FORTH HEREIN AND THE DOCUMENTS EXECUTED BY SELLER IN CONNECTION WITH THIS AGREEMENT, INCLUDING THE DEED AND OTHER DOCUMENTS EXECUTED AT CLOSING, SELLER MAKES NO WARRANTY OR REPRESENTATION WHATSOEVER, EITHER EXPRESS OF IMPLIED. EXCEPT AS EXPRESSLY SET FORTH HEREIN AND IN THE DOCUMENTS EXECUTED BY SELLER IN CONNECTION WITH THIS AGREEMENT, INCLUDING THE DOCUMENTS EXECUTED AT CLOSING, AFTER THE CLOSING, SELLER SHALL HAVE NO OBLIGATION TO REPAIR, RESTORE, INVESTIGATE OR REMEDIATE ALL OR ANY PART OF THE PERSONAL PROPERTY, OR ANY IMPROVEMENTS ON THE PROPERTY. EXCEPT AS EXPRESSLY SET FORTH HEREIN AND IN THE DOCUMENTS EXECUTED BY SELLER IN CONNECTION WITH THIS AGREEMENT, INCLUDING THE DEED AND OTHER DOCUMENTS EXECUTED AT CLOSING, SELLER MAKES NO REPRESENTATION OR WARRANTY (EITHER EXPRESS OR IMPLIED) WITH RESPECT TO: (A) THE NATURE, QUALITY OR CONDITION OF THE PERSONAL PROPERTY OR THE PROPERTY, INCLUDING WITHOUT LIMITATION, THE SOIL OR GEOLOGY OF THE PROPERTY; OR (B) THE SUITABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER MAY CONDUCT THEREON. EXCEPT AS EXPRESSLY SET FORTH HEREIN AND IN THE DOCUMENTS EXECUTED BY SELLER IN CONNECTION WITH THIS AGREEMENT, INCLUDING THE DEED AND OTHER DOCUMENTS EXECUTED AT CLOSING, SELLER DOES NOT MAKE ANY REPRESENTATION OR WARRANTY (EXPRESS OR IMPLIED) REGARDING THE PRESENCE OR ABSENCE OF ANY HAZARDOUS MATERIAL, TOXIC SUBSTANCE, HAZARDOUS WASTE, ASBESTOS, MOLD, PCBS, PETROLEUM, UREA FORMALDEHYDE, GASOLINE, RADIOACTIVE WASTE, NUCLEAR WASTE, MEDICAL WASTE, PETROLEUM PRODUCT, PETROLEUM CONSTITUENT OR ANY OTHER HAZARDOUS MATERIAL DEFINED UNDER FEDERAL, STATE, COUNTY AND/OR MUNCIPAL LAWS IN, ON, UNDER OR ABOUT THE PROPERTY OR THE COMPLIANCE OR NON-COMPLIANCE OF THE PROPERTY WITH ANY AND ALL FEDERAL, STATE, COUNTY OR MUNICIPAL LAWS. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT THERE ARE NO ORAL AGREEMENTS IN EXISTENCE OR BEING RELIED ON BY PURCHASER. SELLER IS NOT LIABLE FOR, OR BOUND IN ANY MANNER BY, ANY ORAL OR WRITTEN STATEMENTS, WARRANTIES, REPRESENTATIONS, OR INFORMATION PERTAINING TO THE PROPERTY OR THE PERSONAL PROPERTY FURNISHED BY ANY BROKER, AGENT OR OTHER PERSON, UNLESS THE SAME...
DISCLAIMER; RELEASE. 8.1. TO THE FULLEST EXTENT PERMITTED BY LAW, WE ARE NOT LIABLE FOR ANY CLAIMS OR LOSSES ARISING DIRECTLY OR INDIRECTLY FROM:
(a) A FAILURE TO PROVIDE OUR SERVICES, OR ANY PART THEREOF;
(b) CORRUPTIONS TO OR LOSS OF DATA, ERRORS OR INTERRUPTIONS OCCURRING IN THE COURSE OF USING, OR AS PART OF, ANY OF OUR SERVICES;
(c) ANY SUSPENSION OR DISCONTINUANCE OF ANY OF OUR SERVICES, OR ANY PART THEREOF; OR
(d) ANY USE OF OUR SERVICES BY OTHER USERS, INCLUDING ANY USE OF OUR SERVICES BY OTHER USERS WHICH CONTRAVENES THESE TERMS.
DISCLAIMER; RELEASE. 27 8.1 DISCLAIMER ...................................................................................................... 27 8.2 RELEASE ............................................................................................................. 29 8.3 SURVIVAL .......................................................................................................... 29 8.4 Scope of Release ................................................................................................... 29 8.5 Waivers and Releases ........................................................................................... 30 8.6
DISCLAIMER; RELEASE