An "as is purchase" clause indicates that the buyer agrees to accept a product or property in its current condition, with all existing faults and defects, without the seller being responsible for any repairs or improvements. This clause limits the seller's liability, placing the onus on the buyer to thoroughly assess the purchase before finalizing the transaction.
AS IS PURCHASE. Buyer agrees that it is purchasing and shall take possession of the Purchased Assets AS IS, WHERE IS, WITH ALL EXISTING FAULTS, KNOWN OR UNKNOWN, WITHOUT ANY WARRANTY OR REPRESENTATION OF ANY NATURE, EXPRESS OR IMPLIED BY S E L L E R OR THE RECEIVER, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, IMPLIED WARRANTY OF FITNESS FOR PARTICULAR PURPOSE, OR ANY WARRANTY, EXPRESS OR IMPLIED, RESPECTING TITLE OR NON- INFRINGEMENT
As-Is Purchase. Except as expressly set forth in this Agreement (including the representations and warranties set forth in Section 13 above) and the Deed, Purchaser agrees that the Property is to be sold to and accepted by Purchaser at the Closing in its then condition “AS-IS” and with all faults.
AS-IS PURCHASE. SUBJECT TO SELLER'S EXPRESS REPRESENTATIONS SET FORTH IN THIS AGREEMENT HEREOF AND IN THE DOCUMENTS DELIVERED AT CLOSING (COLLECTIVELY, THE "SELLER REPRESENTATIONS"), PURCHASER ACKNOWLEDGES THAT PURCHASER WILL HAVE INSPECTED THE SUBJECT PREMISES AND THAT PURCHASER HAS ENTERED INTO THIS AGREEMENT BASED UPON ITS ABILITY TO MAKE SUCH EXAMINATION AND INSPECTION. EXCEPT AS EXPRESSLY SET FORTH IN SELLER REPRESENTATIONS, THE SUBJECT PREMISES IS BEING SOLD IN AN AS-IS" CONDITION AND "WITH ALL FAULTS" AS OF THE CLOSING DATE. EXCEPT AS EXPRESSLY SET FORTH IN SELLER REPRESENTATIONS, NO OTHER REPRESENTATIONS OR WARRANTIES HAVE BEEN MADE OR ARE MADE AND NO RESPONSIBILITY HAS BEEN OR IS ASSUMED BY SELLER OR BY ANY DIRECTOR, OFFICER, PERSON, FIRM, AGENT OR REPRESENTATIVE ACTING OR PURPORTING TO ACT ON BEHALF OF SELLER. THE PARTIES AGREE THAT ALL UNDERSTANDINGS AND AGREEMENTS HERETOFORE MADE BETWEEN THEM OR THEIR RESPECTIVE AGENTS OR REPRESENTATIVES ARE MERGED IN THIS AGREEMENT, OTHER THAN AS EXPRESSLY SET FORTH IN SELLER REPRESENTATIONS, WHICH, COLLECTIVELY, FULLY AND COMPLETELY EXPRESS THE PARTIES' AGREEMENT. PURCHASER ACKNOWLEDGES THAT THE PURCHASE PRICE REFLECTS THE "AS-IS" NATURE OF THIS SALE AND ANY FAULTS, LIABILITIES, DEFECTS OR OTHER ADVERSE MATTERS THAT MAY BE ASSOCIATED WITH THE SUBJECT PREMISES, SUBJECT TO THE SELLER REPRESENTATIONS. PURCHASER HAS FULLY REVIEWED THE DISCLAIMERS AND WAIVERS SET FORTH IN THIS AGREEMENT WITH ITS COUNSEL AND UNDERSTANDS THE SIGNIFICANCE AND EFFECT THEREOF. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, THE TERMS AND PROVISIONS OF THIS SECTION IL.D SHALL SURVIVE THE CLOSING INDEFINITELY.
2. “As Is” Purchase. 2.1. No Reliance by Purchaser. (a) As a material inducement for Seller entering into this Agreement, Purchaser expressly acknowledges and agrees that the Property is being sold, and Purchaser is acquiring the Property, in its present condition and state of repair. Purchaser shall accept the Property in an “AS IS” “WHERE IS” condition and “WITH ALL FAULTS” as of the Closing Date. (b) Purchaser shall not rely on any warranties, promises, understandings or representations, express or implied, of Seller, any Seller Party (as defined below) or any agent, contractor or employee of Seller or a Seller Party relating to the Property, the physical condition, development potential, operation, or income generated by the Property or any other matter or things affected by or related to the Property, except as may be expressly contained in this Agreement or the closing documents delivered at Closing, and no such representation or warranty shall be implied with respect to the Property. A “Seller Party” or the “Seller Parties” is defined individually or collectively, as the context may require, Seller, Lessee, and any affiliate, officer, director, member, partner, manager, employee or agent of Seller or Lessee. (c) Purchaser has made all inquiries, inspections, tests, audits, studies and analyses that it deems necessary or desirable in connection with the Property (including engineering, structural or other tests with respect to the condition of the Property) prior to the execution of this Agreement. Purchaser shall rely solely upon the results of Purchaser’s own inspections and judgment and other information obtained or otherwise available to Purchaser, rather than any information of Seller, when determining whether to purchase the Property.
“As-Is” Purchase. The Property is being sold in an “AS IS, WHERE IS” condition and “WITH ALL FAULTS” as of the Effective Date and as of Closing, except as expressly set forth in this Agreement and/or in the documents to be delivered at Closing (herein collectively referred to as “Seller’s Representations and Warranties”). Except for Seller’s Representations and Warranties, no representations or warranties have been made or are made and no responsibility has been or is assumed by Seller or by any partner, officer, person, firm, agent, attorney or representative acting or purporting to act on behalf of Seller as to (i) the condition or state of repair of the Property; (ii) the compliance or non-compliance of the Property with any applicable laws, regulations or ordinances (including, without limitation, any applicable zoning, building or development codes); (iii) the value, expense of operation, or income potential of the Property; (iv) any other fact or condition which has or might affect the Property or the condition, state of repair, compliance, value, expense of operation or income potential of the Property or any portion thereof; or (v) the environmental condition of the Property, including without limitation whether the Property contains asbestos or harmful or toxic substances or pertaining to the extent, location or nature of same. The parties agree that all understandings and agreements heretofore made between them or their respective agents or representatives are merged in this Agreement, which alone fully and completely express their agreement, and that this Agreement has been entered into after full investigation, or with the parties satisfied with the opportunity afforded for full investigation, neither party relying upon any statement or representation by the other except for Seller’s Representations and Warranties. Purchaser acknowledges and agrees that (a) Purchaser (or its affiliate) is the Ground Lessor and fee owner of the Land and in such capacity is familiar with the Property and has independently examined, inspected, and investigated to the full satisfaction of Purchaser, the physical nature and condition of the Property including, without limitation, its environmental condition, and the income, operating expenses and carrying charges affecting the Property, and (b) except for Seller’s Representations and Warranties, Purchaser, in executing, delivering and performing this Agreement, does not rely upon any statement, offering material, operating statement, historical budget, engineering structural report, any environmental reports, information, or representation to whomsoever made or given, whether to Purchaser or others, and whether directly or indirectly, orally or in writing, made by any person, firm or corporation, and Purchaser acknowledges that any such statement, information, offering material, operating statement, historical budget, report or representation, if any, does not represent or guarantee future performance of the Property.
An “As Is Purchase” refers to a transaction where a buyer agrees to purchase an item or property in its current condition without any warranties or guarantees from the seller. The buyer accepts the property with all its existing faults, whether visible or hidden, thereby reducing the seller’s liability regarding the condition or quality of the sold asset.
You should consider using an “As Is Purchase” in scenarios where:
When drafting an agreement for an “As Is Purchase,” it’s crucial to include specific language that explicitly states the buyer accepts the property or item in its current state. Here are essential elements to incorporate:
Example Clause: “The Buyer acknowledges that they are purchasing the property in an ‘As Is’ condition. The Seller makes no representations or warranties concerning the property’s condition, fitness for any particular purpose, or compliance with any laws or regulations.”
“As Is Purchase” clauses are typically found in several types of contracts, including:
By understanding and utilizing the “As Is Purchase” appropriately, both buyers and sellers can manage their expectations and protect their interests during a transaction.
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Dive deeper into the world of clauses and learn more about these other clauses that are used in real contracts.
The assignability clause in a contract specifies whether and under what conditions a party can transfer their rights and obligations to another party. It typically requires consent from the non-assigning party or outlines restrictions and exceptions regarding the assignment of contractual duties.
The "Assignment by Buyer" clause outlines the conditions under which a buyer may transfer their rights and obligations under a contract to another party. It typically requires the consent of the seller for the assignment to be valid, ensuring that the seller's interests are protected.
An "Assignment by Lessor" clause in a contract allows the lessor, or property owner, to transfer their rights and obligations under the lease to another party. This clause typically specifies the conditions under which such an assignment is permissible and any required notifications or approvals that must be obtained.
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