Common use of Acceptance of the Property Clause in Contracts

Acceptance of the Property. Except as otherwise expressly provided in this Agreement or in the Conveyance Documents, Buyer represents and warrants to Seller that Buyer is a sophisticated and experienced purchaser, owner and developer of commercial, office and retail property, and is relying solely upon its own inspection, investigation and analyses of the Property in entering into this Agreement, and, except as otherwise expressly provided in this Agreement or in the Conveyance Documents, is not relying in any way upon any representation, statement, agreement, warranty, study, report, description, or other information or material made by or furnished by either Seller, its managers, members, officers, directors, employees, attorneys, consultants, agents, representatives or affiliates (collectively “Seller’s Representatives”), whether oral or written, express or implied, of any nature whatsoever regarding any such matters. Buyer acknowledges that it will be familiar with the Property and subject to the terms and provisions of Section 4 hereof, will have made such independent investigations as Buyer deems necessary or appropriate concerning the condition of the Property and the suitability and acceptability of the Property for Buyer’s intended purposes, including but not limited to (i) the physical condition, size, dimensions, location and topography of the Real Property, (ii) the accuracy of any maps, floor plans, abstracts, sketches, drawings, schedules, or other documents relating to the Property, (iii) the accuracy of any statements, calculations, conditions, revenue or expense projections, or other information stated or set forth in any of the Due Diligence Items, or other books and records concerning the Property, (iv) any other physical conditions of or affecting the Property, including without limitation the presence of asbestos, lead paint or mold, (v) the availability or adequacy of access to the Property, or of water, sewage, gas, electrical or other utilities necessary for the use of the Property, (vi) Buyer’s proposed use of the Property, including without limitation, investigations or analyses of applicable laws, statutes, rules, regulations, ordinances, limitations, governmental permits, dedications, fees, assessments, restrictions or requirements concerning the use, density, location or suitability of the Property or any existing or proposed development or condition thereof, (vii) the ability of Buyer to obtain any necessary governmental approvals or permits for Buyer’s intended use or development of the Property, (viii) the locale and environs of the Property, the leasing or sales market for the Property, and any market assumptions utilized by Buyer in its analyses of the Property and determination of the Purchase Price, including without limitation, projected sales prices, rental rates, leasing costs, vacancy and absorption rates, land values, construction costs, maintenance and operating costs, and financing costs, (ix) the compliance or non-compliance of the Property with any Environmental Law (as defined below) and other applicable laws, (x) the zoning of the Property, (xi) all matters disclosed (or which should have been identified and disclosed) in the PTR, the Title Commitment, if any, and/or the Survey, (xii) any facts that would be disclosed by a physical inspection of the Property, (xiii) all matters disclosed or described in the Due Diligence Items and in this Agreement, and (xiv) all other matters concerning the ownership, management, condition, use, development or sale of the Property. Except as otherwise expressly provided in this Agreement or in the Conveyance Documents, Buyer is relying solely upon its own inspection, investigation and analyses of the Property in entering into 3102/001/117988.10 this Agreement and consummating Closing, and, except for the covenants, representations and warranties of Seller, or either of them, to Buyer expressly set forth in this Agreement, or in any of the Conveyance Documents: (A) Buyer is not relying upon any representations, statements, agreements, warranties, studies, reports, descriptions, guidelines or other information or material furnished by Seller or any Seller’s Representative, whether oral or written, express or implied, of any nature whatsoever; (B) BUYER IS ACQUIRING THE PROPERTY IN “AS IS”, “WHERE-IS” CONDITION, “WITH ALL FAULTS” in its present state and condition as of Closing, with no right of set-off or reduction in the Purchase Price; and (C) Seller makes no representation or warranty concerning the Property.

Acceptance of the Property. Except as otherwise expressly provided in this Agreement or in the Conveyance Documents, Buyer represents and warrants to Seller that Buyer is a sophisticated and experienced purchaser, owner and developer of commercial, office and retail property, and is relying solely upon its own inspection, investigation and analyses of the Property in entering into this Agreement, and, except as otherwise expressly provided in this Agreement or in the Conveyance Documents, is not relying in any way upon any representation, statement, agreement, warranty, study, report, description, or other information or material made by or furnished by either Seller, its managers, members, officers, directors, employees, attorneys, consultants, agents, representatives or affiliates (collectively “"Seller’s 's Representatives”"), whether oral or written, express or implied, of any nature whatsoever regarding any such matters. Buyer acknowledges that it will be familiar with the Property and subject to the terms and provisions of Section 4 hereof, will have made such independent investigations as Buyer deems necessary or appropriate concerning the condition of the Property and the suitability and acceptability of the Property for Buyer’s 's intended purposes, including but not limited to (i) the physical condition, size, dimensions, location and topography of the Real Property, (ii) the accuracy of any maps, floor plans, abstracts, sketches, drawings, schedules, or other documents relating to the Property, (iii) 3102/001/109971.10 12 the accuracy of any statements, calculations, conditions, revenue or expense projections, or other information stated or set forth in any of the Due Diligence Items, or other books and records concerning the Property, (iv) any other physical conditions of or affecting the Property, including without limitation the presence of asbestos, lead paint or mold, (v) the availability or adequacy of access to the Property, or of water, sewage, gas, electrical or other utilities necessary for the use of the Property, (vi) Buyer’s 's proposed use of the Property, including without limitation, investigations or analyses of applicable laws, statutes, rules, regulations, ordinances, limitations, governmental permits, dedications, fees, assessments, restrictions or requirements concerning the use, density, location or suitability of the Property or any existing or proposed development or condition thereof, (vii) the ability of Buyer to obtain any necessary governmental approvals or permits for Buyer’s 's intended use or development of the Property, (viii) the locale and environs of the Property, the leasing or sales market for the Property, and any market assumptions utilized by Buyer in its analyses of the Property and determination of the Purchase Price, including without limitation, projected sales prices, rental rates, leasing costs, vacancy and absorption rates, land values, construction costs, maintenance and operating costs, and financing costs, (ix) the compliance or non-compliance of the Property with any Environmental Law (as defined below) and other applicable laws, (x) the zoning of the Property, (xi) all matters disclosed (or which should have been identified and disclosed) in the PTR, the Updated PTR, if any, the Title Commitment, if any, the Survey, and/or the Updated Survey, if any, (xii) any facts that would be disclosed by a physical inspection of the Property, (xiii) all matters disclosed or described in the Due Diligence Items and in this AgreementItems, and (xiv) all other matters concerning the ownership, management, condition, use, development or sale of the Property. Except as otherwise expressly provided in this Agreement or in the Conveyance Documents, Buyer is relying solely upon its own inspection, investigation and analyses of the Property in entering into 3102/001/117988.10 this Agreement and consummating Closing, and, except for the covenants, representations and warranties of Seller, or either of them, to Buyer expressly set forth in this Agreement, or in any of the Conveyance Documents: (A) Buyer is not relying upon any representations, statements, agreements, warranties, studies, reports, descriptions, guidelines or other information or material furnished by Seller or any Seller’s 's Representative, whether oral or written, express or implied, of any nature whatsoever; (B) BUYER IS ACQUIRING THE PROPERTY IN “"AS IS”", “"WHERE-IS” " CONDITION, “"WITH ALL FAULTS” " in its present state and condition as of Closing, with no right of set-off or reduction in the Purchase Price; and (C) Seller makes no representation or warranty concerning the Property.

Acceptance of the Property. Except as otherwise expressly provided in this Agreement or in the Conveyance Documents, Buyer represents and warrants to Seller that Buyer is a sophisticated and experienced purchaser, owner and developer of commercial, office and retail property, and is relying solely upon its own inspection, investigation and analyses of the Property in entering into this Agreement, and, except as otherwise expressly provided in this Agreement or in the Conveyance Documents, is not relying in any way upon any representation, statement, agreement, warranty, study, report, description, or other information or material made by or furnished by either Seller, its managers, members, officers, directors, employees, attorneys, consultants, agents, representatives or affiliates (collectively “"Seller’s 's Representatives”"), whether oral or written, express or implied, of any nature whatsoever regarding any such matters. Buyer acknowledges that it will be familiar with the Property and subject to the terms and provisions of Section 4 hereof, will have made such independent investigations as Buyer deems necessary or appropriate concerning the condition of the Property and the suitability and acceptability of the Property for Buyer’s 's intended purposes, including but not limited to (i) the physical condition, size, dimensions, location and topography of the Real Property, (ii) the accuracy of any maps, floor plans, abstracts, sketches, drawings, schedules, or other documents relating to the Property, (iii) the accuracy of any statements, calculations, conditions, revenue or expense projections, or other information stated or set forth in any of the Due Diligence Items, or other books and records concerning the Property, (iv) any other physical conditions of or affecting the Property, including without limitation the presence of asbestos, lead paint or mold, (v) the availability or adequacy of access to the Property, or of water, sewage, gas, electrical or other utilities necessary for the use of the Property, (vi) Buyer’s 's proposed use of the Property, including without limitation, investigations or analyses of applicable laws, statutes, rules, regulations, ordinances, limitations, governmental permits, dedications, fees, assessments, restrictions or requirements concerning the use, density, location or suitability of the Property or any existing or proposed development or condition thereof, (vii) the ability of Buyer to obtain any necessary governmental approvals or permits for Buyer’s 's intended use or development of the Property, (viii) the locale and environs of the Property, the leasing or sales market for the Property, and any market assumptions utilized by Buyer in its analyses of the Property and determination of the Purchase Price, including without limitation, projected sales prices, rental rates, leasing costs, vacancy and absorption rates, land values, construction costs, maintenance and operating costs, and financing costs, (ix) the compliance or non-compliance of the Property with any Environmental Law (as defined below) and other applicable laws, (x) the zoning of the Property, (xi) all matters disclosed (or which should have been identified and disclosed) in the PTR, the Updated PTR, if any, the Title Commitment, if any, the Survey, and/or the Updated Survey, if any, (xii) any facts that would be disclosed by a physical inspection of the Property, (xiii) all matters disclosed or described in the Due Diligence Items and in this AgreementItems, and (xiv) all other matters concerning the ownership, management, condition, use, development or sale of the Property. Except as otherwise expressly provided in this Agreement or in the Conveyance Documents, Buyer is relying solely upon its own inspection, investigation and analyses of the Property in entering into 3102/001/117988.10 this Agreement and consummating Closing, and, except for the covenants, representations and warranties of Seller, or either of them, to Buyer expressly set forth in this Agreement, or in any of the Conveyance Documents: (A) Buyer is not relying upon any representations, statements, agreements, warranties, studies, reports, descriptions, guidelines or other information or material furnished by Seller or any Seller’s 's Representative, whether oral or written, express or implied, of any nature whatsoever; (B) BUYER IS ACQUIRING 3102/001/106725 THE PROPERTY IN “"AS IS”", “"WHERE-IS” " CONDITION, “"WITH ALL FAULTS” " in its present state and condition as of Closing, with no right of set-off or reduction in the Purchase Price; and (C) Seller makes no representation or warranty concerning the Property.

Acceptance of the Property. Except as otherwise expressly provided in this Agreement or in the Conveyance Documents, Buyer represents and warrants to Seller that Buyer is a sophisticated and experienced purchaser, owner and developer of commercial, office and retail property, and is relying solely upon its own inspection, investigation and analyses of the Property in entering into this Agreement, and, except as otherwise expressly provided in this Agreement or in the Conveyance Documents, is not relying in any way upon any representation, statement, agreement, warranty, study, report, description, or other information or material made by or furnished by either Seller, its managers, members, officers, directors, employees, attorneys, consultants, agents, representatives or affiliates (collectively “"Seller’s 's Representatives”"), whether oral or written, express or implied, of any nature whatsoever regarding any such matters. Buyer acknowledges that it will be familiar with the Property and subject to the terms and provisions of Section 4 hereof, will have made such independent investigations as Buyer deems necessary or appropriate concerning the condition of the Property and the suitability and acceptability of the Property for Buyer’s 's intended purposes, including but not limited to (i) the physical condition, size, dimensions, location and topography of the Real Property, (ii) the accuracy of any maps, floor plans, abstracts, sketches, drawings, schedules, or other documents relating to the Property, (iii) the accuracy of any statements, calculations, conditions, revenue or expense projections, or other information stated or set forth in any of the Due Diligence Items, or other books and records concerning the Property, (iv) any other physical conditions of or affecting the Property, including without limitation the presence of asbestos, lead paint or mold, (v) the availability or adequacy of access to the Property, or of water, sewage, gas, electrical or other utilities necessary for the use of the Property, (vi) Buyer’s 's proposed use of the Property, including without limitation, investigations or analyses of applicable laws, statutes, rules, regulations, ordinances, limitations, governmental permits, dedications, fees, assessments, restrictions or requirements concerning the use, density, location or suitability of the Property or any existing or proposed development or condition thereof, (vii) the ability of Buyer to obtain any necessary governmental approvals or permits for Buyer’s 's intended use or development of the Property, (viii) the locale and environs of the Property, the leasing or sales market for the Property, and any market assumptions utilized by Buyer in its analyses of the Property and determination of the Purchase Price, including without limitation, projected sales prices, rental rates, leasing costs, vacancy and absorption rates, land values, construction costs, maintenance and operating costs, and financing costs, (ix) the compliance or non-compliance of the Property with any Environmental Law (as defined below) and other applicable laws, (x) the zoning of the Property, (xi) all matters disclosed (or which should have been identified and disclosed) in the PTR, the Updated PTR, if any, the Title Commitment, if any, the Existing Survey, and/or the Updated Survey, if any, (xii) any facts that would be disclosed by a physical inspection of the Property, (xiii) all matters disclosed or described in the Due Diligence Items and in this AgreementItems, and (xiv) all other matters concerning the ownership, management, condition, use, development or sale of the Property. Except as otherwise expressly provided in this Agreement or in the Conveyance Documents, Buyer is relying solely upon its own inspection, investigation and analyses of the Property in entering into 3102/001/117988.10 this Agreement and consummating Closing, and, except for the covenants, representations and warranties of Seller, or either of them, to Buyer expressly set forth in this Agreement, or in any of the Conveyance Documents: (A) Buyer is not relying upon any representations, statements, agreements, warranties, studies, reports, descriptions, guidelines or other information or material furnished by Seller or any Seller’s 's Representative, whether oral or written, express or implied, of any nature whatsoever; (B) BUYER IS ACQUIRING THE PROPERTY IN “"AS IS”", “"WHERE-IS” " CONDITION, “"WITH ALL FAULTS” " in its present state and condition as of Closing, with no right of set-off or reduction in the Purchase Price; and (C) Seller makes no representation or warranty concerning the Property. As used herein: "Environmental Law" refers to any and all federal, state or local laws, ordinances, rules or other requirements of any governmental body relating to environmental conditions or industrial hygiene, including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. Section 9601, et seq., the Resource Conservation and Recovery Act, as amended, 42 U.S.C. Section 6901, et seq., the Hazardous Materials Transportation Act, as amended, 49 U.S.C. Section 1801, et seq., the Clean Water Act, as amended, 33 U.S.C. Section 1251, the Clean Air Act, 42 U.S.C. Section 7401, et seq., the Toxic Substances Control Act, as amended, 15 U.S.C. Section 2601 et seq., the Safe Drinking Water Act, as amended, 42 U.S.C. Sections 300f through 300j, and the Hawaii Environmental Response Law, Hawaii Revised Statutes, Chapter 128D.