Inspection of the Property. Purchaser, in making the decision to purchase has received and had an opportunity to inspect the Property, conduct such tests and investigations as Purchaser deems appropriate and review such other information as deemed necessary and has had full access to all the Property and information they consider necessary or appropriate to make an informed decision to purchase. EXCEPT AS SET FORTH HEREIN, PURCHASER ACKNOWLEDGES AND AGREES THAT SELLER HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY NEGATES AND DISCLAIMS ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, As To, CONCERNING OR WITH RESPECT To (A) THE VALUE, NATURE, QUALITY OR CONDITION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL AND GEOLOGY, (B) THE COMPLIANCE OF OR BY THE PROPERTY OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, (C) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTY, (F) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED INTO THE PROPERTY, (D) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE PROPERTY, (E) COMPLIANCE WITH ANY ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS, INCLUDING THE EXISTENCE IN OR ON THE PROPERTY OF HAZARDOUS MATERIALS OR (F) ANY OTHER MATTER WITH RESPECT To THE PROPERTY. EXCEPT AS SET FORTH HEREIN, THE SALE OF THE PROPERTY As PROVIDED FOR HEREIN Is MADE ON AN “As Is” “WHERE Is” CONDITION AND BASIS WITH ALL FAULTS.
Appears in 1 contract
Sources: Real Estate Purchase Contract (Q Lotus Holdings Inc)
Inspection of the Property. Purchaser, in making the decision to purchase has received and had an opportunity to inspect the Property, conduct such tests and investigations as Purchaser deems appropriate and review such other information as deemed necessary and has had full access to all the Property and information they consider necessary or appropriate to make an informed decision to purchaseBUYER ACKNOWLEDGES THAT BUYER HAS BEEN GIVEN THE OPPORTUNITY TO AND HAS ADEQUATELY INSPECTED THE PROPERTY AND/OR HAS WAIVED THE OPPORTUNITY TO MAKE SUCH AN INSPECTION. EXCEPT BUYER FURTHER ACKNOWLEDGES THAT BUYER HAS ENTERED INTO THIS AGREEMENT AS SET FORTH HEREIN, PURCHASER ACKNOWLEDGES A RESULT OF THE INSPECTION MADE BY BUYER AND AGREES THAT SELLER HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY NEGATES AND DISCLAIMS ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES AS A RESULT OF ANY KIND ADVERTISEMENT, HANDBILL, OR CHARACTER WHATSOEVERANY OTHER REPRESENTATION, WHETHER OR WARRANTY, EITHER ORAL OR WRITTEN, EXPRESS OR IMPLIED, MADE BY SELLER, ANY OF ITS EMPLOYEES, REPRESENTATIVES, AGENTS, OR THE LIKE, ANY SELLING AGENT OR BY ▇▇▇▇▇▇▇. BUYER FURTHER AGREES THAT NEITHER SELLER NOR ▇▇▇▇▇▇▇ SHALL BE RESPONSIBLE FOR ANY ERRORS IN ANY ADVERTISEMENT, HANDBILLS, OR ANNOUNCEMENT MADE BY SELLER OR ▇▇▇▇▇▇▇, NOR FOR ANY AGREEMENT, CONDITION, OR REPRESENTATION, INCLUDING BUT NOT LIMITED TO ANY REPRESENTATION REGARDING THE VALUE OF ANY REAL ESTATE, OR ANY STIPULATION, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, As To, CONCERNING OR WITH RESPECT To (A) THE VALUE, NATURE, QUALITY OR CONDITION NOT CONTAINED IN THIS AGREEMENT. BUYER HAS MADE AN INDEPENDENT DETERMINATION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL AND GEOLOGY, (B) THE COMPLIANCE OF OR BY THE PROPERTY OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, (C) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTY, (F) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED INTO THE PROPERTY, (D) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE PROPERTY, (E) COMPLIANCE WITH ANY ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS, INCLUDING THE EXISTENCE IN OR ON THE PROPERTY OF HAZARDOUS MATERIALS OR (F) ANY OTHER MATTER WITH RESPECT To THE PROPERTY. EXCEPT AS SET FORTH HEREIN, THE SALE VALUE OF THE PROPERTY As PROVIDED FOR HEREIN Is MADE AND HAS NOT RELIED ON AN “As Is” “WHERE Is” CONDITION AND BASIS WITH ALL FAULTSANY INFORMATION FROM SELLER OR SELLER'S AGENT(S) REGARDING THE PROPERTY'S VALUE.
Appears in 1 contract
Inspection of the Property. Purchaser(a) NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, in making the decision to purchase has received and had an opportunity to inspect the PropertySELLER IS CONVEYING THE PROPERTY TO BUYER "AS IS", conduct such tests and investigations as Purchaser deems appropriate and review such other information as deemed necessary and has had full access to all the Property and information they consider necessary or appropriate to make an informed decision to purchase. "WHERE IS", AND WITH ALL FAULTS AND SPECIFICALLY AND EXPRESSLY EXCEPT AS SET FORTH HEREININ SECTION 18a, PURCHASER WITHOUT ANY WARRANTIES, REPRESENTATIONS OR GUARANTEES, EITHER EXPRESS OR IMPLIED, OF ANY KIND, NATURE, OR TYPE WHATSOEVER FROM OR ON BEHALF OF THE SELLER. BUYER ACKNOWLEDGES AND AGREES THAT DURING THE INSPECTION PERIOD, BUYER WILL CONDUCT ITS OWN INDEPENDENT INVESTIGATION AND INSPECTION OF ALL ASPECTS OF THE PROPERTY. BUYER FURTHER ACKNOWLEDGES AND AGREES THAT ANY INFORMATION PROVIDED BY SELLER TO BUYER WITH RESPECT TO THE PROPERTY HAS BEEN OBTAINED FROM A VARIETY OF SOURCES AND THAT SELLER HAS NOT MADEMADE ANY INDEPENDENT INVESTIGATION OR VERIFICATION OF SUCH INFORMATION.
(b) Buyer shall have until 45 days after the later of (i) the Effective Date or (ii) the date on which Seller has notified Buyer that substantially all of the documents and information described in Section 6a have been made available to Buyer (the "Inspection Period") to inspect and review, DOES NOT MAKE AND SPECIFICALLY NEGATES AND DISCLAIMS ANY REPRESENTATIONSat Buyer's sole cost and expense, WARRANTIESall matters relating to the Property (the "Due Diligence Review"), PROMISESincluding without limitation all plans and specifications, COVENANTSthe physical condition of the Property, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVERContracts, WHETHER EXPRESS OR IMPLIEDLeases, ORAL OR WRITTENLicenses and Permits, PASTTrade Materials, PRESENT OR FUTUREBooks and Records, OFPlans, As ToWarranties and Guaranties, CONCERNING OR WITH RESPECT To Survey, Title Commitment, Estoppel Certificates, ad valorem property tax statements, as well as any reports obtained by Buyer, all documents relating to the construction, replacement or repair of any portion of the Improvements, and any other document or other aspect of the Property (Aif the same are available to Seller). After execution of this Agreement and delivery of the Deposit to the Title Company, Seller shall provide reasonable access to the Property to Buyer and Buyer's agents and Seller shall make available to Buyer documents in Seller's or Manager's possession relating to the Property at the offices of the Manager of the Property, all during normal business hours. Buyer shall not interfere with Seller's or any Tenant's business operations and shall not contact any Tenant or Manager without the prior approval and participation of Seller. If Buyer, at its sole and exclusive discretion, chooses not to proceed to Closing, Buyer shall give written notice (the "Inspection Termination Notice") THE VALUEto Seller of such fact on or before the close of business on the last day of the Inspection Period (the "Cutoff Date"). If Buyer does not timely give the Inspection Termination Notice to Seller, NATUREBuyer shall be deemed to be satisfied with the Property and all matters relating thereto, QUALITY OR CONDITION OF THE PROPERTYincluding, INCLUDINGwithout limitation, WITHOUT LIMITATIONthe Survey, THE WATERTitle Commitment, SOIL AND GEOLOGYEstoppel Certificates and other documents and information made available to Buyer during its Due Diligence Review. If Buyer timely gives the Inspection Termination Notice to Seller, the Deposit together with all interest earned thereon shall be immediately returned to Buyer, less and with the exception of One Hundred and No/100 Dollars (B$100.00) THE COMPLIANCE OF OR BY THE PROPERTY OR ITS OPERATION WITH ANY LAWSof the Deposit together with all interest earned on such $100 which shall be immediately delivered to Seller in consideration for the Due Diligence Review and Sellers' entering into this Agreement. If Buyer timely gives the Inspection Termination Notice to Seller, RULESall rights and obligations of the parties hereto shall terminate (other than the obligation of Buyer to keep confidential all documents and other material furnished to Buyer pursuant to the transactions contemplated by this Agreement and the indemnity obligation owed by Buyer to Seller in connection with Buyer's Due Diligence Review, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODYas provided in this Section 16), and this Agreement shall be null and void and of no further force and effect. Buyer shall be solely responsible for all damage or loss of any kind or nature whatsoever, whether to persons or to property, which may arise as a result of or otherwise because of the acts or omissions of Buyer or its agents in connection with the Due Diligence Review and Buyer shall promptly and at its expense restore the Property and repair any damage occasioned by such review to the condition the Property was in prior to such review. Buyer does hereby indemnify and hold Seller harmless from and against all loss, cost, damage, claim and liability of any kind and nature which may arise as a result of or otherwise because of any act or omission of Buyer or its agents. All matters reviewed or discovered by Buyer in the course of the Due Diligence Review and all other documents and materials furnished by or on behalf of Seller to Buyer pursuant to the transactions contemplated by this Agreement shall be strictly confidential and shall be deemed to be "Evaluation Material" under the Confidentiality Agreement - Principal between Buyer and Broker (C"Confidentiality Agreement"). The Confidentiality Agreement, the Confidentiality Agreement-Agent and the Registration Agreement attached hereto as Exhibit "O" are incorporated herein by reference. If no Closing occurs hereunder, this paragraph, the preceding paragraph and the Confidentiality Agreement shall survive the termination of this Agreement.
(c) THE HABITABILITYBuyer shall have ninety (90) days after the Effective Date (the "Financing Feasibility Period") to obtain third party financing upon terms acceptable to Buyer. If, MERCHANTABILITYafter the Cut-Off Date, MARKETABILITYBuyer determines that Buyer is unable to obtain acceptable financing, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTYBuyer shall give written notice (the "Financing Termination Notice") to Seller of such fact on or before the close of business on the last day of the Financing Feasibility Period. If Buyer timely gives the Financing Termination Notice to Seller, the Deposit together with all interest earned thereon shall be immediately returned to Buyer, less and with the exception of an amount certified by Seller equal to Seller's out of pocket expenses incurred in connection with this Agreement and the transactions contemplated hereby paid to third parties including, without limitation, Seller's attorneys' fees and expenses, costs of the Survey, and architectural and engineering consulting expenses, and photocopying and reproduction expenses, up to but not exceeding $40,000, which amount shall be immediately delivered to Seller. If Buyer timely gives the Financing Termination Notice to Seller, all rights and obligations of the parties hereto shall terminate (F) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALSother than the obligation of Buyer to keep confidential all documents and other material furnished to Buyer pursuant to the transactions contemplated by this Agreement and the indemnity obligation owed by Buyer to Seller in connection with Buyer's Due Diligence Review, IF ANYas provided in this Section 16), INCORPORATED INTO THE PROPERTYand this Agreement shall be null and void and of no further force and effect. If Buyer does not timely give the Financing Termination Notice, (D) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE PROPERTY, (E) COMPLIANCE WITH ANY ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS, INCLUDING THE EXISTENCE IN OR ON THE PROPERTY OF HAZARDOUS MATERIALS OR (F) ANY OTHER MATTER WITH RESPECT To THE PROPERTY. EXCEPT AS SET FORTH HEREIN, THE SALE OF THE PROPERTY As PROVIDED FOR HEREIN Is MADE ON AN “As Is” “WHERE Is” CONDITION AND BASIS WITH ALL FAULTSthe Deposit shall become fully non-refundable except for Seller's uncured default or failure to close on the Closing Date.
Appears in 1 contract
Inspection of the Property. Purchaser, in making It is understood and agreed that the decision Disclosure Addendum To Agreement of Sale and reports referenced therein have been provided to purchase has received Buyer for the purpose of giving Buyer notice of conditions about which Seller is aware and had an opportunity not as warranty as to inspect any conditions that may or may not exist on the Property. BUYER ACKNOWLEDGES THAT BUYER HAS BEEN GIVEN THE OPPORTUNITY TO AND HAS ADEQUATELY INSPECTED THE PROPERTY AND/OR HAS WAIVED THE OPPORTUNITY TO MAKE SUCH AN INSPECTION. BUYER FURTHER ACKNOWLEDGES THAT BUYER HAS ENTERED INTO THIS CONTRACT AS A RESULT OF THE INSPECTION MADE BY BUYER AND NOT AS A RESULT OF ANY ADVERTISEMENT, conduct such tests and investigations as Purchaser deems appropriate and review such other information as deemed necessary and has had full access to all the Property and information they consider necessary or appropriate to make an informed decision to purchaseHANDBILL, OR ANY OTHER REPRESENTATION, OR WARRANTY, EITHER ORAL OR WRITTEN, EXPRESS OR IMPLIED, MADE BY SELLER, ANY OF ITS EMPLOYEES, REPRESENTATIVES, AGENTS, OR THE LIKE OR ANY SELLING AGENT. EXCEPT AS SET FORTH HEREIN, PURCHASER ACKNOWLEDGES AND BUYER FURTHER AGREES THAT SELLER HAS SHALL NOT MADEBE RESPONSIBLE FOR ANY ERRORS IN ANY ADVERTISEMENT, DOES HANDBILLS, OR ANNOUNCEMENT MADE neither BY SELLER OR SELLER’S AGENT, NOR FOR ANY AGREEMENT, CONDITION, OR REPRESENTATION, INCLUDING BUT NOT MAKE AND SPECIFICALLY NEGATES AND DISCLAIMS LIMITED TO ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES REPRESENTATION REGARDING THE VALUE OF ANY KIND REAL ESTATE, OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIEDANY STIPULATION, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, As To, CONCERNING OR WITH RESPECT To (A) THE VALUE, NATURE, QUALITY OR CONDITION NOT CONTAINED IN THIS CONTRACT. BUYER HAS MADE AN INDEPENDENT DETERMINATION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL AND GEOLOGY, (B) THE COMPLIANCE VALUE OF OR BY THE PROPERTY OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, (C) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTY, (F) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED INTO THE PROPERTY, (D) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE PROPERTY, (E) COMPLIANCE WITH ANY ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS, INCLUDING THE EXISTENCE IN OR ON THE PROPERTY OF HAZARDOUS MATERIALS OR (F) ANY OTHER MATTER WITH RESPECT To THE PROPERTY. EXCEPT AS SET FORTH HEREIN, THE SALE OF THE PROPERTY As PROVIDED FOR HEREIN Is MADE ON AN “As Is” “WHERE Is” CONDITION AND BASIS WITH ALL FAULTS.THE
Appears in 1 contract
Sources: Agreement of Sale