No Side Agreements or Representations Clause Examples
The "No Side Agreements or Representations" clause establishes that the written contract is the sole and complete agreement between the parties, and that no other promises, understandings, or representations outside the contract are valid or enforceable. In practice, this means that any prior discussions, emails, or informal agreements not included in the final contract have no legal effect. This clause ensures that all terms are clearly documented within the contract, preventing disputes over alleged side deals or unwritten promises.
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No Side Agreements or Representations.ÌýNo person acting on behalf of Seller is authorized to make, and by execution hereof, Buyer acknowledges that no person has made any representation, agreement, statement, warranty, guarantee or promise regarding the Property or the transaction contemplated herein or the zoning, construction, physical condition or other status of the Property except as may be expressly set forth in this Agreement. No representation, warranty, agreement, statement, guarantee or promise, if any, made by any person acting on behalf of Seller which is not contained in this Agreement will be valid or binding on Seller.
No Side Agreements or Representations.ÌýNo person acting on behalf of Seller is authorized to make, and by execution hereof, Buyer acknowledges that no person has made any representation, agreement, statement, warranty, guarantee or promise regarding the Property or the transaction contemplated herein or the zoning, construction, physical condition or other status of the Property except as may be Retail Opportunity Investment Corp./Regency Santa Xxx Downtown Plaza.P&S Agt (v8 â€� Final) expressly set forth in this Agreement. No representation, warranty, agreement, statement, guarantee or promise, if any, made by any person acting on behalf of Seller which is not contained in this Agreement will be valid or binding on Seller.
No Side Agreements or Representations.ÌýAs-Is Purchase. . . .
No Side Agreements or Representations.ÌýNo person acting on behalf of Seller, including without limitation, any partner or officer or employee of any partner of Seller, is authorized to make, and by execution hereof, Buyer acknowledges that no person has made any representation, agreement, statement, warranty, guarantee or promise, express or implied, regarding the Property or the transaction contemplated herein or the zoning, construction, physical condition, fitness for use, title or any other matter or status of the Property except as may be expressly set forth in this Agreement. No representation, warranty, agreement, statement, guarantee or promise, if any, made by any person acting on behalf of Seller which is not contained in this Agreement will be valid or binding on Seller, and Buyer disclaims the right to rely thereon.
No Side Agreements or Representations.ÌýAs-Is Purchase. Buyer ----------------------------------------------------- represents to, and covenants with Seller that Buyer will conduct such inspection and examination of the Property during the Due Diligence Period or the Extended Due Diligence Period, as the case may be, as Buyer deems prudent and necessary to determine whether to acquire the Property pursuant to this Agreement. Buyer acknowledges that at the conclusion of the Due Diligence Period, or the Extended Due Diligence Period, as the case may be, Buyer will elect whether to terminate this Agreement pursuant to Section 4.4 or whether to acquire the Property ------------ pursuant to the terms hereof. Buyer further acknowledges and agrees that in the event Buyer elects not to terminate this Agreement and to acquire the Property pursuant to the terms hereof, Buyer will accept all of the Property, in its then condition "AS-IS AND WITH ALL FAULTS", subject to the provisions of Section 17 ---------- with respect to condemnation or casualty. Seller and Buyer agree that, except as otherwise provided in this Agreement, the Property shall be sold "as-is, where is, with all faults" with no right of set-off or reduction of the Purchase Price and except as expressly set forth in this Agreement or in any document delivered at Closing, such sale shall be without representation or warranty of any kind, express or implied, including, without limitation, warranty of income potential, operating expenses, uses, merchantability or fitness for a particular purpose and Seller (on its own behalf and on behalf of its employees and agents), does hereby disclaim and renounce any representation or warranty except as set forth in this Agreement or in any document delivered at Closing. For the purposes of this Agreement, the term "as-is" shall mean (without limitation thereon) as-is with respect to (a) the physical and environmental condition of the Property, including defects seen and unseen and conditions natural and artificial), (b) the title to the Real Property, (c) the matters set forth in the Documents and any other documents, reports, memoranda or financial projections furnished to Buyer and/or (d) and all laws, ordinances, rules and regulations to which the Property is subject under any applicable governmental or regulatory jurisdiction; excluding, however, any matters which Seller has agreed in writing to remedy or remove pursuant to the terms of this Agreement or in accordance with the provisions of Section 4 ...
No Side Agreements or Representations.ÌýNo Person (as defined in the Term Loan Agreement) acting on behalf of Seller or Ocwen is authorized to make, and by execution hereof, Buyer acknowledges that no Person has made any representation, agreement, statement, warranty, guarantee or promise regarding the Property or the transaction contemplated herein or the zoning, construction, physical condition or other status of the Property except as may be expressly set forth in this Agreement. No representation, warranty, agreement, statement, guarantee or promise, if any, made by any person acting on behalf of Seller or Ocwen which is not contained in this Agreement will be valid or binding on Seller or Ocwen.
No Side Agreements or Representations.ÌýAs-Is" Purchase. Buyer represents, warrants, and covenants to Seller that Buyer will during the Due Diligence Period independently and personally inspect the Property and Improvements, and that Buyer has entered into this Agreement based upon its rights and intentions to make such personal examination and inspection. Except as specifically provided in this Agreement, and except for those warranties, expressly set forth above, in the Deed or other documents delivered at the Closing, Buyer agrees that Buyer will accept the Property, in its then condition "as-is and with all faults", including, without limitation, any faults and conditions specifically referenced in this Agreement. No person acting on behalf of Seller is authorized to make, and by execution hereof, Buyer acknowledges and agrees that, except as specifically provided in this Agreement, and except for those warranties, expressly set forth above, in the Deed or other documents delivered at the Closing, 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:
(i) the value of the Property;
(ii) the income to be derived from the Property;
(iii) the suitability of the Property for any and all activities and uses which Buyer may conduct thereon;
No Side Agreements or Representations.ÌýRedeveloper acknowledges that except as specifically provided in this Agreement, no person has made any representation, agreement, statement, warranty, guarantee or promise regarding the Property or the transaction contemplated herein or the zoning, construction, physical condition, or other status of the Property except as may be expressly set forth in a writing signed by the Parties. No representation, warranty, agreement, statement, guarantee or promise, if any, made by any person acting on behalf of City which is not contained in this Agreement or in another writing executed by the Parties will be valid or binding on City. Each of the foregoing representations shall be deemed remade as of the Closing Date (with such changes thereto as City shall notify Redeveloper as of the Closing) and, as so remade, shall survive the Closing, delivery of the Deed and other documents contemplated hereby, and any investigation by or on behalf of either Party; provided that such representations shall lapse unless suit is brought with respect thereto within Twelve (12) months after the Closing Date.
No Side Agreements or Representations.ÌýBuyer represents, warrants and covenants to Seller that Buyer has entered into this Agreement based upon its rights and intentions to independently inspect the Property. Except as specifically provided in Section 15 of this Agreement, Seller makes no representation or warranty regarding the condition of the Property, its past use, or its suitability for Buyer’s intended use. Buyer will be relying solely upon its own independent inspection, investigation, and analysis of the Property as it deems necessary or appropriate in so acquiring the Property from Seller, including, without limitation, any and all matters concerning the condition, use, sale, development or suitability of the Property.