Common use of Approval of Property; Limitations on Seller Representations and Warranties Clause in Contracts

Approval of Property; Limitations on Seller Representations and Warranties. 8.2.1. Except as is specifically provided in Section 8.1 of this Agreement, Seller makes no representations or warranties as to the truth, accuracy, completeness, methodology of preparation or otherwise concerning any engineering or environmental reports, audits, the materials prepared by Seller or any other materials, data or other information whatsoever supplied to Buyer in connection with Buyer’s inspection of the Property. It is the parties’ express understanding and agreement that such materials are provided only for Buyer’s convenience, and, in doing so, Buyer shall rely exclusively on its own independent investigation and evaluation of every aspect of the Property and not on any materials supplied by Seller. Except as may be specifically provided elsewhere in this Agreement, Buyer expressly disclaims any intent to rely on any such materials provided to it by Seller in connection with its inspection and agrees that it shall rely solely on its own independently developed or verified information. Except with respect to all obligations in this Agreement (including, without limitation, Seller’s express representations and warranties) that are expressly stated to survive Closing, and the indemnity provisions contained in the documents delivered in connection with the closing of the transactions contemplated by this Agreement (collectively, the “Surviving Obligations”), Buyer hereby releases Seller and its agents, representatives and employees from any and all claims, demands and causes of action, past, present and future that Buyer may have relating to (i) the condition of the Property at any time, before or after the Closing, including, without limitation, the presence of any hazardous materials; or (ii) any other matter pertaining to the Property. This release shall survive the Closing or the termination of this Agreement.

Approval of Property; Limitations on Seller Representations and Warranties. 8.2.1. 8.2.1 Except as is may be specifically provided in Section 8.1 8.4 of this Agreement, Seller makes no representations or warranties as to the truth, accuracy, completeness, methodology of preparation or otherwise concerning any engineering or environmental reports, audits, the materials prepared by Seller the Seller, or any other materials, data or other information whatsoever supplied to Buyer in connection with Buyer’s inspection of the Property. It is the parties’ express understanding and agreement that such materials are provided only for Buyer’s convenienceconvenience in making its own examination and determination prior to the expiration of the Inspection Period as to whether it wishes to purchase the Property, and, in doing so, Buyer shall rely exclusively on its own independent investigation and evaluation of every aspect of the Property and not on any materials supplied by Seller. Except as may be specifically provided elsewhere in this Agreement, Buyer expressly disclaims any intent to rely on any such materials provided to it by Seller in connection with its inspection and agrees that it shall rely solely on its own independently developed or verified information. Except with respect to all obligations in this Agreement (including, without limitation, Seller’s express representations and warranties) that are expressly stated to survive Closing, and the indemnity provisions contained in the documents delivered in connection with the closing of the transactions contemplated by this Agreement (collectively, the “Surviving Obligations”), Buyer hereby releases Seller and its agents, representatives representatives, and employees from any and all claims, demands demands, and causes of action, past, present present, and future that Buyer may have relating to (ia) the condition of the Property at any time, before or after the Closing, including, including without limitation, the presence of any hazardous materials; , or (iib) any other matter pertaining to the Property, provided, however, in no event shall the foregoing release extend to (a) any breach of Seller’s representations or warranties set forth herein, (b) any breach by Seller of its obligations under this Agreement, or (c) any third party claims arising out of or resulting from events occurring prior to Closing to the extent covered by Seller’s insurance. This release shall survive the Closing or the termination of this Agreement.

Approval of Property; Limitations on Seller Representations and Warranties. 8.2.1. 8.2.1 Except as is may be specifically provided in Section 8.1 of this Agreement, Seller makes no representations or warranties as to the truth, accuracy, completeness, methodology of preparation or otherwise concerning any engineering or environmental reports, audits, the materials prepared by Seller the Seller, or any other materials, data or other information whatsoever supplied to Buyer in connection with Buyer’s 's inspection of the Property. It is the parties’ ' express understanding and agreement that such materials are provided only for Buyer’s convenience's convenience in making its own examination and determination prior to the expiration of the Inspection Period as to whether it wishes to purchase the Property, and, in doing so, Buyer shall rely exclusively on its own independent investigation and evaluation of every aspect of the Property and not on any materials supplied by Seller. Except as may be specifically provided elsewhere in this Agreement, Buyer expressly disclaims any intent to rely on any such materials provided to it by Seller in connection with its inspection and agrees that it shall rely solely on its own independently developed or verified information. Except with respect to all obligations in this Agreement (including, including without limitation, limitation Seller’s 's express representations and warranties) that are expressly stated to survive Closing, and the indemnity provisions contained in the documents delivered in connection with the closing of the transactions contemplated by this Agreement (collectively, the “"Surviving Obligations”"), Buyer hereby releases Seller and its agents, representatives representatives, and employees from any and all claims, demands demands, and causes of action, past, present present, and future that Buyer may have relating to (ia) the condition of the Property at any time, before or after the Closing, including, including without limitation, the presence of any hazardous materials; , or (iib) any other matter pertaining to the Property. This release shall survive the Closing or the termination of this Agreement.

Approval of Property; Limitations on Seller Representations and Warranties. 8.2.1. Except as is specifically provided in Section 8.1 of this Agreement, Seller makes no representations or warranties as to the truth, accuracy, completeness, methodology of preparation or otherwise concerning any engineering or environmental reports, audits, the materials prepared by Seller or any other materials, data or other information whatsoever supplied to Buyer in connection with Buyer’s 's inspection of the Property; provided that Seller has no actual knowledge of the inaccuracy of such materials or information. It is the parties’ ' express understanding and agreement that such materials are provided only for Buyer’s convenience's convenience in making its own examination and determination prior to the expiration of the Inspection Period as to whether it wishes to purchase the Property, and, in doing so, Buyer shall rely exclusively on its own independent investigation and evaluation of every aspect of the Property and not on any materials supplied by Seller. Except as may be specifically provided elsewhere in this Agreement, Buyer expressly disclaims any intent to rely on any such materials provided to it by Seller in connection with its inspection and agrees that it shall rely solely on its own independently developed or verified information. Except with respect to all obligations in this Agreement (including, without limitation, Seller’s 's express representations and warranties) that are expressly stated to survive Closing, and the indemnity provisions contained in the documents delivered in connection with the closing of the transactions contemplated by this Agreement Closing (collectively, the “"Surviving Obligations”"), Buyer hereby releases Seller and its agents, representatives and employees from any and all claims, demands and causes of action, past, present and future that Buyer may have relating to (i) the condition of the Property at any time, before or after the Closing, including, without limitation, the presence of any hazardous materials; or (ii) any other matter pertaining to the Property. This release shall survive the Closing or the termination of this Agreement.to

Approval of Property; Limitations on Seller Representations and Warranties. 8.2.1. Except as is specifically provided in Section 8.1 of this Agreement, 8.2.1 Seller makes no representations or warranties as to the truth, accuracy, completeness, methodology of preparation or otherwise concerning any engineering or environmental reports, audits, the materials prepared by Seller the Seller, or any other materials, data or other information whatsoever supplied to Buyer in connection with Buyer’s 's inspection of the Property. It is the parties’ ' express understanding and agreement that such materials are provided only for Buyer’s convenience's convenience in making its own examination and determination prior to the expiration of the Inspection Period as to whether it wishes to purchase the Property, and, in doing so, Buyer shall rely exclusively on its own independent investigation and evaluation of every aspect of the Property and not on any materials supplied by Seller. Except as may be specifically provided elsewhere in this Agreement, Buyer expressly disclaims any intent to rely on any such materials provided to it by Seller in connection with its inspection and agrees that it shall rely solely on its own independently developed or verified information. Except with respect to all obligations in this Agreement (including, including without limitation, limitation Seller’s 's express representations and warranties) that are expressly stated to survive Closing, and the indemnity provisions contained in the documents delivered in connection with the closing of the transactions contemplated by this Agreement (collectively, the “"Surviving Obligations”"), Buyer hereby releases Seller and its agents, representatives representatives, and employees from any and all claims, demands demands, and causes of action, past, present present, and future that Buyer may have relating to (ia) the condition of the Property at any time, before or after the Closing, including, including without limitation, the presence of any hazardous materials; , or (iib) any other matter pertaining to the Property. This release shall survive the Closing or the termination of this Agreement.

Approval of Property; Limitations on Seller Representations and Warranties. 8.2.1. Except as is specifically provided in Section 8.1 of this Agreement, Seller makes no representations or warranties as to the truth, accuracy, completeness, methodology of preparation or otherwise concerning any engineering or environmental reports, audits, the materials prepared by Seller or any other materials, data or other information whatsoever supplied to Buyer in connection with Buyer’s inspection of the Property. It is the parties’ express understanding and agreement that such materials are provided only for Buyer’s convenienceconvenience in making its own examination of the Property, and, in doing so, Buyer has relied and shall rely exclusively on its own independent investigation and evaluation of every aspect of the Property and not on any materials supplied by Seller. Except as may be specifically provided elsewhere in this Agreement, Buyer expressly disclaims any intent to rely on any such materials provided to it by Seller in connection with its inspection and agrees that it shall rely solely on its own independently developed or verified information. Except with respect to all obligations in this Agreement (including, without limitation, Seller’s express representations and warranties) that are expressly stated to survive Closing, and the indemnity provisions contained in the documents delivered in connection with the closing of the transactions contemplated by this Agreement (collectively, the “Surviving Obligations”), Buyer hereby releases Seller and its agents, representatives and employees from any and all claims, demands and causes of action, past, present and future that Buyer may have relating to (i) the condition of the Property at any time, before or after the Closing, including, without limitation, the presence of any hazardous materials; or (ii) any other matter pertaining to the Property. This release shall survive the Closing or the termination of this Agreement.

Approval of Property; Limitations on Seller Representations and Warranties. 8.2.1. Except as is specifically provided in Section 8.1 of this Agreement, 8.2.1 Seller makes no representations or warranties as to the truth, accuracy, completeness, methodology of preparation or otherwise concerning any engineering or environmental reports, audits, the materials prepared by Seller the Seller, or any other materials, data or other information whatsoever supplied to Buyer in connection with Buyer’s inspection of the Property. It is the parties’ express understanding and agreement that such materials are provided only for Buyer’s convenienceconvenience in making its own examination and determination prior to the expiration of the Inspection Period as to whether it wishes to purchase the Property, and, in doing so, Buyer shall rely exclusively on its own independent investigation and evaluation of every aspect of the Property and not on any materials supplied by Seller. Except as may be specifically provided elsewhere in this Agreement, Buyer expressly disclaims any intent to rely on any such materials provided to it by Seller in connection with its inspection and agrees that it shall rely solely on its own independently developed or verified information. Except with respect to all obligations in this Agreement (including, including without limitation, limitation Seller’s express representations and warranties) that are expressly stated to survive Closing, and the indemnity provisions contained in the documents delivered in connection with the closing of the transactions contemplated by this Agreement (collectively, the “Surviving Obligations”), Buyer hereby releases Seller and its agents, representatives representatives, and employees from any and all claims, demands demands, and causes of action, past, present present, and future that Buyer may have relating to (ia) the condition of the Property at any time, before or after the Closing, including, including without limitation, the presence of any hazardous materials; , or (iib) any other matter pertaining to the Property. This release shall survive the Closing or the termination of this Agreement.

Approval of Property; Limitations on Seller Representations and Warranties. 8.2.1. 8.2.1 Except as is may be specifically provided in Section 8.1 of this Agreement, Seller makes no representations or warranties as to the truth, accuracy, completeness, methodology of preparation or otherwise concerning any engineering or environmental reports, audits, the materials prepared by Seller Seller, or any other materials, data or other information whatsoever supplied to Buyer in connection with Buyer’s inspection of the Property. It is the parties’ express understanding and agreement that such materials are provided only for Buyer’s convenienceconvenience in making its own examination and determination prior to the expiration of the Inspection Period as to whether it wishes to purchase the Property, and, in doing so, Buyer shall rely exclusively on its own independent investigation and evaluation of every aspect of the Property and not on any materials supplied by Seller. Except as may be specifically provided elsewhere in this Agreement, Buyer expressly disclaims any intent to rely on any such materials provided to it by Seller in connection with its inspection and agrees that it shall rely solely on its own independently developed or verified information. Except with respect to all obligations in this Agreement (including, including without limitation, limitation Seller’s express representations and warranties) that are expressly stated to survive Closing, and the indemnity provisions contained in the documents delivered in connection with the closing Closing of the transactions contemplated by this Agreement (collectively, the “Surviving Obligations”), Buyer hereby releases Seller and its agents, representatives representatives, and employees from any and all claims, demands demands, and causes of action, past, present present, and future that Buyer may have relating to (ia) the condition of the Property at any time, before or after the Closing, including, including without limitation, the presence of any hazardous materials; , or (iib) any other matter pertaining to the Property. This release shall survive the Closing or the termination of this Agreement.

Approval of Property; Limitations on Seller Representations and Warranties. 8.2.1. 8.2.1 Except as is may be specifically provided in Section 8.1 of this Agreement, Seller Parent makes no representations or warranties as to the truth, accuracy, completeness, methodology of preparation or otherwise concerning any engineering or environmental reports, audits, the materials prepared by Seller or the Company, or any other materials, data or other information whatsoever supplied to Buyer in connection with Buyer’s inspection of the PropertyCompany. It is the parties’ express understanding and agreement that such materials are provided only for Buyer’s convenienceconvenience in making its own examination and determination prior to the expiration of the Inspection Period as to whether it wishes to consummate the Merger, and, in doing so, Buyer shall rely exclusively on its own independent investigation and evaluation of every aspect of the Company, Seller and the Property and not on any materials supplied by Parent, the Company or Seller. Except as may be specifically provided elsewhere in this Agreement, Buyer expressly disclaims any intent to rely on any such materials provided to it by Parent, the Company or Seller in connection with its inspection and agrees that it shall rely solely on its own independently developed or verified information. Except with respect to all obligations in this Agreement (including, including without limitation, Sellerlimitation Parent’s express representations and warranties) that are expressly stated to survive Closing, and the indemnity provisions contained in the documents delivered in connection with the closing of the transactions contemplated by this Agreement (collectively, the “Surviving Obligations”), Buyer hereby releases Seller Parent and its affiliates (including, without limitation, the Company and Seller with respect to the period prior to the Closing) and their respective agents, representatives representatives, and employees from any and all claims, demands demands, and causes of action, past, present present, and future that Buyer may have relating to (ia) the condition of the Property at any time, before or after the Closing, including, including without limitation, the presence of any hazardous materials; , or (iib) any other matter pertaining to the Property, the Company or Seller. This release shall survive the Closing or the termination of this Agreement.

Approval of Property; Limitations on Seller Representations and Warranties. 8.2.1. Except as is specifically provided in Section 8.1 of this Agreement, Seller makes no representations or warranties as to the truth, accuracy, completeness, methodology of preparation or otherwise concerning any engineering or environmental reports, audits, the materials prepared by Seller or any other materials, data or other information whatsoever supplied to Buyer in connection with Buyer’s inspection of the Property. It Except as otherwise provided herein, it is the parties’ express understanding and agreement that such materials are provided only for Buyer’s convenienceconvenience in making its own examination and determination prior to the expiration of the Inspection Period as to whether it wishes to purchase the Property, and, in doing so, Buyer shall rely exclusively on its own independent investigation and evaluation of every aspect of the Property and not on any materials supplied by Seller. Except as may be specifically provided elsewhere in this Agreement, Buyer expressly disclaims any intent to rely on any such materials provided to it by Seller in connection with its inspection and agrees that it shall rely solely on its own independently developed or verified information. Except with respect to all obligations in this Agreement (including, without limitation, Seller’s express representations and warranties) that are expressly stated to survive Closing, Closing and the indemnity provisions contained in the documents delivered in connection with the closing of the transactions contemplated by this Agreement (collectively, the “Surviving Obligations”), Buyer hereby releases Seller and its Seller’s officers, agents, representatives representatives, employees, directors, trustees, invitees, successors and employees assigns from any and all claims, demands and causes of action, past, present and future that Buyer may have relating to (i) the condition of the Property at any time, before or after the Closing, including, without limitation, the presence of any hazardous materials; or (ii) any other matter pertaining to the Property. This release shall survive the Closing or the termination of this Agreement.

Approval of Property; Limitations on Seller Representations and Warranties. 8.2.1. 8.2.1 Except as is may be specifically provided in Section 8.1 of this Agreement, Seller makes no representations or warranties as to the truth, accuracy, completeness, methodology of preparation or otherwise concerning any engineering or environmental reports, audits, the materials prepared by Seller Seller, or any other materials, data or other information whatsoever supplied to Buyer in connection with Buyer’s inspection of the Property. It is the parties’ express understanding and agreement that such materials are provided only for Buyer’s convenienceconvenience in making its own examination and determination prior to the expiration of the Inspection Period as to whether it wishes to purchase the Property, and, in doing so, Buyer shall rely exclusively on its own independent investigation and evaluation of every aspect of the Property and not on any materials supplied by Seller. Except as may be specifically provided elsewhere in this Agreement, Buyer expressly disclaims any intent to rely on any such materials provided to it by Seller in connection with its inspection and agrees that it shall rely solely on its own independently developed or verified information. Except with respect to all obligations in this Agreement (including, including without limitation, limitation Seller’s express representations and warranties) that are expressly stated to survive Closing, and the indemnity provisions contained in the documents delivered in connection with the closing of the transactions contemplated by this Agreement (collectively, the “Surviving Obligations”), Buyer hereby releases Seller and its agents, representatives representatives, and employees from any and all claims, demands demands, and causes of action, past, present present, and future that Buyer may have relating to (ia) the condition of the Property at any time, before or after the Closing, including, including without limitation, the presence of any hazardous materials; , or (iib) any other matter pertaining to the Property. This release shall survive the Closing or the termination of this Agreement.