Common use of Nature of Assignment Clause in Contracts

Nature of Assignment. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN PARAGRAPH 2 ABOVE, ASSIGNEE HEREBY ACKNOWLEDGES AND AGREES THAT THE ASSIGNMENT OF THE SUBJECT PARTNERSHIP INTEREST IS ON AN "AS IS, WHERE IS" BASIS AND THAT ASSIGNOR HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY NEGATES AND DISCLAIMS ANY REPRESENTATIONS, WARRANTIES OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT, FUTURE OR OTHERWISE, OF, AS TO, CONCERNING OR WITH RESPECT TO THE PROPERTY, THE PARTNERSHIP OR THE SUBJECT PARTNERSHIP INTEREST. ASSIGNEE ACKNOWLEDGES THAT (A) ASSIGNEE OR AN AFFILIATE OF ASSIGNEE HAS BEEN A GENERAL PARTNER IN THE PARTNERSHIP SINCE MARCH 10, 1982, AND IT HAS HAD FULL AND ADEQUATE OPPORTUNITY TO COMPLETE ALL PHYSICAL, FINANCIAL AND OTHER EXAMINATIONS AND DUE DILIGENCE RELATING TO THE ACQUISITION OF THE SUBJECT PARTNERSHIP INTEREST HEREUNDER PRIOR TO THE DATE HEREOF, AND IT HEREBY ACCEPTS THE SUBJECT PARTNERSHIP INTEREST, APPROVES OF SUCH MATTERS AND AGREES TO PURCHASE THE SUBJECT PARTNERSHIP INTEREST ON AN "AS IS" BASIS; AND (B) IT WILL ACQUIRE THE SAME SOLELY ON THE BASIS OF SUCH EXAMINATIONS AND NOT ON ANY INFORMATION PROVIDED BY ASSIGNOR (OTHER THAN AS EXPRESSLY PROVIDED IN PARAGRAPH 2 ABOVE).