Common use of AS-IS; RELEASE Clause in Contracts

AS-IS; RELEASE. (a) As-Is. Purchaser acknowledges and agrees that if Purchaser fails to terminate this Agreement on or before the expiration of the Investigation Period, the Property shall be sold, and Purchaser shall accept possession of the Property on the Closing Date “AS IS - WHERE IS, WITH ALL FAULTS,” with no right of setoff or reduction in the Purchase Price, and Purchaser shall assume the risk that adverse physical, environmental, economic or legal conditions may not have been revealed by Purchaser’s Investigations, whether or not Purchaser shall have made any such Investigation. Except as expressly set forth in Section 6(a)(i), neither Seller nor Seller’s Representatives have or shall be deemed to have made any representations or warranties, express or implied, regarding the Property or any matters affecting the Property, including without limitation the physical condition of the Property, title to or boundaries of the Property, soil conditions, the presence or absence, location or scope of any Hazardous Materials in, at, or under the Property, compliance with building, health, safety, land use or zoning Laws, other engineering characteristics, traffic patterns, parking and all other information pertaining to the Property. Purchaser moreover acknowledges (i) that Purchaser is a sophisticated buyer, knowledgeable and experienced in the financial and business risks attendant to investments in real property and capable of evaluating the merits and risks of entering into this Agreement and purchasing the Property, (ii) that Purchaser has entered into this Agreement with the intention of making and relying upon its own (or its experts’) investigation of the physical, environmental, economic and legal condition of the Property, and (iii) that Purchaser is not relying upon any representation or warranty concerning the Property made by Seller or Seller’s Representatives other than as expressly set forth in this Agreement. Except as otherwise expressly provided in this Agreement, Seller shall not have any liability of any kind or nature for any condition or defect in the Property, whether such condition or defect is latent or patent, and regardless of when any such condition or defect is discovered.

AS-IS; RELEASE. (a) As-Is. Purchaser acknowledges and agrees that if Purchaser fails to terminate this Agreement on or before the expiration of the Investigation Period, Buyer is acquiring the Property shall be sold“AS IS, and Purchaser shall accept possession WHERE IS” without any representation or warranty of Seller, implied or statutory, as to the nature or condition of or title to the Property on the Closing Date “AS IS - WHERE IS, WITH ALL FAULTS,” with no right or its fitness for Buyer's intended use of setoff or reduction in the Purchase Price, and Purchaser shall assume the risk that adverse physical, environmental, economic or legal conditions may not have been revealed by Purchaser’s Investigations, whether or not Purchaser shall have made any such Investigation. Except same (except as expressly set forth in Section 6(a)(iherein). Buyer is familiar with the Property. Buyer is relying solely upon its own, neither Seller nor Seller’s Representatives have or shall be deemed to have made any representations or warrantiesindependent inspections, express or implied, regarding investigations and analysis of the Property as it deems necessary or appropriate in so acquiring the Property from Seller, including, without limitation, an analysis of any and all matters concerning the condition of the Property and its suitability for Buyer's intended purposes, and a review of all applicable laws, ordinances, rules and governmental regulations (including, but not limited to, those relative to building, zoning and land use) affecting the development, use, occupancy or enjoyment of the Property. BUYER ACKNOWLEDGES AND AGREES THAT, including without limitation 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 THE PROPERTY OR ANY MATTER RELATED THERETO, INCLUDING, WITHOUT LIMITATION, THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTY, AND COMPLIANCE WITH ANY ENVIRONMENTAL LAWS OR THE PRESENCE, ABSENCE, CONDITION OR STATUS OF ANY HAZARDOUS MATERIALS. BUYER ACKNOWLEDGES AND AGREES THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SALE OF THE PROPERTY AS PROVIDED FOR HEREIN IS MADE ON AN “AS IS” CONDITION AND BASIS WITH ALL FAULTS, AND THAT SELLER HAS NO OBLIGATIONS TO MAKE REPAIRS, REPLACEMENTS OR IMPROVEMENTS OR REMEDIATE ANY HAZARDOUS MATERIALS. BY INITIALING BELOW, THE BUYER ACKNOWLEDGES THAT (i) THIS SECTION 12 HAS BEEN READ AND FULLY UNDERSTOOD, (ii) THE BUYER HAS HAD THE CHANCE TO ASK QUESTIONS OF ITS COUNSEL ABOUT ITS MEANING AND SIGNIFICANCE, AND (iii) THE BUYER HAS ACCEPTED AND AGREED TO THE TERMS SET FORTH IN THIS SECTION 12. BUYER’S INITIALS Buyer waives and releases as of the Close of Escrow any and all claims it may have against Seller relating to the physical condition of the PropertyProperty (including, title to or boundaries of the Property, soil conditionswithout limitation, the presence or absencerelease hazardous materials or substances). To the extent of such waiver and release, location or scope of any Hazardous Materials inBuyer expressly waives its rights, atif any, or under the Property, compliance with building, health, safety, land use or zoning Laws, other engineering characteristics, traffic patterns, parking and all other information pertaining to the Property. Purchaser moreover acknowledges (i) that Purchaser is a sophisticated buyer, knowledgeable and experienced in the financial and business risks attendant to investments in real property and capable of evaluating the merits and risks of entering into this Agreement and purchasing the Property, (ii) that Purchaser has entered into this Agreement with the intention of making and relying upon its own (or its experts’) investigation of the physical, environmental, economic and legal condition of the Property, and (iii) that Purchaser is not relying upon any representation or warranty concerning the Property made by Seller or SellerCalifornia Civil Code Section 1542 which provides: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” Buyer’s Representatives other than as expressly set forth in this Agreement. Except as otherwise expressly provided in this Agreement, Seller shall not have any liability of any kind or nature for any condition or defect in the Property, whether such condition or defect is latent or patent, and regardless of when any such condition or defect is discovered.Initials

AS-IS; RELEASE. (a) As-Is. Purchaser acknowledges that Purchaser will have the opportunity to independently and agrees that if Purchaser fails to terminate this Agreement on or before the expiration of the Investigation Period, personally inspect the Property shall be sold, and Purchaser shall accept possession of the Property on the Closing Date “AS IS - WHERE IS, WITH ALL FAULTS,” with no right of setoff or reduction in the Purchase Price, and Purchaser shall assume the risk that adverse physical, environmental, economic or legal conditions may not have been revealed by Purchaser’s Investigations, whether or not Purchaser shall have made any such Investigation. Except as expressly set forth in Section 6(a)(i), neither Seller nor Seller’s Representatives have or shall be deemed to have made any representations or warranties, express or implied, regarding the Property or any matters affecting the Property, including without limitation the physical condition of the Property, title to or boundaries of the Property, soil conditions, the presence or absence, location or scope of any Hazardous Materials in, at, or under the Property, compliance with building, health, safety, land use or zoning Laws, other engineering characteristics, traffic patterns, parking and all other information pertaining to the Property. Purchaser moreover acknowledges (i) that Purchaser is a sophisticated buyer, knowledgeable and experienced in the financial and business risks attendant to investments in real property and capable of evaluating the merits and risks of entering into this Agreement and purchasing the Property, (ii) that Purchaser has entered into this Agreement with the intention of making and relying Contract based upon its own ability to make such examination and inspection. The Property is to be sold to and accepted by Purchaser at Closing in its then present condition “AS IS, WITH ALL FAULTS, (or its experts’WHETHER LATENT, PATENT OR DETECTABLE OR NOT) investigation of the physicalAND WITHOUT ANY WARRANTY WHATSOEVER, environmental, economic and legal condition of the PropertyEXPRESS OR IMPLIED”, and (iii) that Purchaser is not relying upon without any representation reduction in the Purchase Price for any change in the physical or warranty concerning financial condition occurring from and after the Property made by Seller or Seller’s Representatives other than as expressly set forth Effective Date except for the express representations and warranties of Sellers contained in in this AgreementContract and any closing document delivered by Sellers. Except as otherwise expressly provided Notwithstanding anything contained herein to the contrary, it is understood and agreed that, except for the express representations and warranties of Sellers contained in this AgreementContract and any closing document delivered by Sellers, Seller shall Sellers and Sellers’ agents or employees have not have made and are not now making, and they specifically disclaim, any liability warranties, representations or guaranties of any kind or nature for any condition character, express or defect in implied, oral or written, past, present or future, with respect to the Property, whether such including, but not limited to, warranties, representations or guaranties as to (1) matters of title; (2) environmental matters of any kind relating to the Property, the Land or the Improvements or any portion thereof (including the condition of the soil or groundwater beneath the Property); (3) geological conditions, including, without limitation, subsidence, subsurface conditions, water table, underground water reservoirs, limitations regarding the withdrawal of water and earthquake faults and the resulting damage of past and/or future earthquakes; (4) whether, and to the extent to which the Property or any portion thereof is affected by any stream (surface or underground), body of water, flood prone area, flood plain, floodway or special flood hazard; (5) drainage; (6) soil conditions, including the existence of instability, past soil repairs, soil additions or conditions of soil fill, or susceptibility to landslides, or the sufficiency of any under shoring; (7) zoning to which the Property or any portion thereof may be subject; (8) the availability of any utilities to the Property or any portion thereof including, without limitation, water, sewage, gas and electric; (9) usages of adjoining property; (10) access to the Property or any portion thereof, (11) the value, compliance with the plans and specifications, size, location, age, use, design, quality, description, suitability, structural integrity, operation, title to, or physical or financial condition of the Property or any portion thereof, or any income, expenses, charges, liens, encumbrances, rights or claims on or affecting or pertaining to the Property or any part thereof; (12) the presence of Hazardous Materials (hereinafter defined) in or on, under or in the vicinity of the Property; (13) the condition or defect is latent use of the Property or patentcompliance of the Property with any or all past, present or future federal, state or local ordinances, rules, regulations or laws, building, fire or zoning ordinances, codes or other similar laws; (14) the existence or non-existence of underground storage tanks; (15) any other matter affecting the stability or integrity of the Real Property; (16) the potential for further development of the Property; (17) the existence of vested land use, zoning or building entitlements affecting the Property; (18) the merchantability of the Property or fitness of the Property for any particular purpose (Purchaser affirming that Purchaser has not relied on Sellers’ or Sellers’ agents’ or employees’ skill or judgment to select or furnish the Property for any particular purpose, and regardless of when that Sellers makes no warranty that the Property is fit for any such condition particular-purpose); or defect is discovered(19) tax consequences. EXCEPT AS EXPRESSLY SET FORTH HEREIN AND ANY CLOSING DOCUMENT DELIVERED BY SELLER, SELLERS MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND TO PURCHASER, INCLUDING, WITHOUT LIMITATION, THE PHYSICAL CONDITION OF THE PROPERTY AND ANY IMPROVEMENTS LOCATED THEREON, OR THEIR SUITABILITY FOR ANY PARTICULAR PURPOSE OR OF MERCHANTABILITY. PURCHASER SHALL RELY ON ITS INVESTIGATIONS OF THE PROPERTY IN DETERMINING WHETHER TO ACQUIRE IT.

AS-IS; RELEASE. Tenant further acknowledges and agrees that, except as otherwise expressly set forth in this Lease, District 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 (a) As-Is. Purchaser acknowledges and agrees that if Purchaser fails to terminate this Agreement on the Site (or before the expiration District’s interest therein), (b) the value, nature, quality or condition of the Investigation PeriodSite, including, without limitation, the Property shall be soldimprovements thereon, soil, topography, and Purchaser shall accept possession geology thereof, (c) the income of the Premises or the use thereof, (d) the suitability of the Premises for any and all activities and uses which Tenant intends to conduct thereon (including, without limitation, the Business Objective), (e) the compliance of the Property on (or any aspect thereof) with any Existing Conditions or any law (including, without limitation, zoning laws or Environmental Laws (as defined below), rule, or regulation, order of law, statute, bylaw or ordinance of a governmental agency having jurisdiction governing or regulating the Closing Date Property, as they may be amended from time to time (collectively, “AS IS - WHERE ISLaws”)), WITH ALL FAULTS,” (f) the fitness of the Property for any use to be made or intended to be made by Tenant, (g) the merchantability, marketability, profitability or fitness for a particular purpose of the Premises, (h) the future development of the Site, (i) the zoning of the Property, (j) any governmental approvals or agreements concerning the Property (including, without limitation, Listed Permits and Additional Permits), (k) title condition of the Property, (l) the value, nature, quality or condition of the Affixed Equipment, (m) the Affixed Equipment’s merchantability or fitness for a particular purpose, (n) the suitability of the Affixed Equipment (or any aspect thereof) for any and all activities and uses contemplated by Tenant (including, without limitation, the Business Objective), (o) the compliance of the Affixed Equipment (or any aspect thereof) with no right of setoff any Laws or reduction in Listed Permits, (p) the Purchase Price, and Purchaser shall assume the risk that adverse physical, environmental, economic regulatory or legal conditions title condition of the Affixed Equipment, (q) the adequacy, completeness, or compliance with applicable Laws of the Tenant Safety Procedures (as defined below), any other procedures or protocols at the Premises or the Site that may be suggested by the District (orally or in writing) in connection with any operations at the Site, or Tenant’s repair, maintenance, repair, or operation of the Premises (including, without limitation, the Affixed Equipment) or (r) any other matter with respect to the Site. Further, except as expressly set forth herein, the District has not have been revealed by Purchaser’s Investigationsmade, whether does not make, and specifically disclaims any representations regarding compliance with any environmental protection, pollution or not Purchaser shall have made any such Investigationland use Laws (including, Environmental Laws). Except as expressly set forth herein, District is not liable or bound in Section 6(a)(i)any manner by any oral or written statements, neither Seller nor Seller’s Representatives have or shall be deemed to have made any representations or warranties, express or implied, regarding the Property or any matters affecting the Property, including without limitation the physical condition of the Property, title to or boundaries of the Property, soil conditions, the presence or absence, location or scope of any Hazardous Materials in, at, or under the Property, compliance with building, health, safety, land use or zoning Laws, other engineering characteristics, traffic patterns, parking and all other information pertaining to the Property. Purchaser moreover acknowledges (i) that Purchaser is a sophisticated buyerSite, knowledgeable and experienced in the financial and business risks attendant to investments in real property and capable of evaluating the merits and risks of entering into this Agreement and purchasing the Property, (ii) the Premises, or the Affixed Equipment, furnished by any person or entity, including, without limitation, District’s directors, officers, managers, agents, representatives, attorneys, or employees. Tenant further acknowledges and agrees that Purchaser it is leasing the Premises and has entered into this Agreement with the intention of making and relying upon its own (or its experts’) investigation right to use certain aspects of the physicalProperty (as specifically set forth in this Lease) on “as is” and “with all faults” basis subject to all Laws, environmentalExisting Conditions, economic and legal condition of the PropertyListed Permits, and (iii) that Purchaser is not relying upon any representation or warranty concerning the Property made by Seller or Seller’s Representatives other than Additional Permits, except as otherwise expressly set forth in this AgreementLease. Except only as otherwise expressly provided set forth in this AgreementLease, Seller Tenant and anyone claiming by, through or under Tenant hereby fully and irrevocably releases District, its directors, officers, managers, employees, representatives, attorneys and agents from any and all claims that it or they may now have or hereafter acquire against District, its directors, officers, managers, employees, representatives, attorneys and agents from any cost, loss, liability, damage, expense, demand, action, or cause of action arising from the Site (or any aspect thereof). This release includes claims of which Tenant is presently unaware or which Tenant does not presently suspect to exist in its favor which, if known by Tenant, would materially affect Tenant’s release of District. Tenant specifically waives the provisions of California Civil Code Section 1542, which provides as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY”. The foregoing releases survive the expiration or termination of the Lease. The foregoing releases shall not have apply to (a) Pre-Existing Environmental Contamination (as defined below), (b) the migration of Hazardous Materials (as defined below) onto the Premises from outside the Premises, or (c) any liability Hazardous Materials brought onto the Premises during the term of this Lease by the District or any kind or nature for any condition or defect third party acting on behalf of the District. The Lease is subject to no contingencies whatsoever in the Property, whether such condition or defect is latent or patent, and regardless favor of when any such condition or defect is discovered.Tenant. Initials by Tenant:

AS-IS; RELEASE. Tenant further acknowledges and agrees that, except as otherwise expressly set forth in this Lease, District 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 (a) As-Is. Purchaser acknowledges and agrees that if Purchaser fails to terminate this Agreement on the Site (or before the expiration District’s interest therein), (b) the value, nature, quality or condition of the Investigation PeriodSite, including, without limitation, the Property shall be soldimprovements thereon, soil, topography, and Purchaser shall accept possession geology thereof, (c) the income of the Premises or the use thereof, (d) the suitability of the Premises for any and all activities and uses which Tenant intends to conduct thereon (including, without limitation, the Business Objective), (e) the compliance of the Property on (or any aspect thereof) with any Existing Conditions or any law (including, without limitation, zoning laws or Environmental Laws (as defined below), rule, or regulation, order of law, statute, bylaw or ordinance of a governmental agency having jurisdiction governing or regulating the Closing Date Property, as they may be amended from time to time (collectively, “AS IS - WHERE ISLaws”)), WITH ALL FAULTS,” (f) the fitness of the Property for any use to be made or intended to be made by Tenant, (g) the merchantability, marketability, profitability or fitness for a particular purpose of the Premises, (h) the future development of the Site, (i) the zoning of the Property, (j) any governmental approvals or agreements concerning the Property (including, without limitation, Listed Permits and Additional Permits), (k) title condition of the Property, (l) the value, nature, quality or condition of the Affixed Equipment, (m) the Affixed Equipment’s merchantability or fitness for a particular purpose, (n) the suitability of the Affixed Equipment (or any aspect thereof) for any and all activities and uses contemplated by Tenant (including, without limitation, the Business Objective), (o) the compliance of the Affixed Equipment (or any aspect thereof) with no right of setoff any Laws or reduction in Listed Permits, (p) the Purchase Price, and Purchaser shall assume the risk that adverse physical, environmental, economic regulatory or legal conditions title condition of the Affixed Equipment, (q) the adequacy, completeness, or compliance with applicable Laws of the Tenant Safety Procedures (as defined below), any other procedures or protocols at the Premises or the Site that may be suggested by the District (orally or in writing) in connection with any operations at the Site, or Tenant’s repair, maintenance, repair, or operation of the Premises (including, without limitation, the Affixed Equipment) or (r) any other matter with respect to the Site. Further, except as expressly set forth herein, the District has not have been revealed by Purchaser’s Investigationsmade, whether does not make, and specifically disclaims any representations regarding compliance with any environmental protection, pollution or not Purchaser shall have made any such Investigationland use Laws (including, Environmental Laws). Except as expressly set forth herein, District is not liable or bound in Section 6(a)(i)any manner by any oral or written statements, neither Seller nor Seller’s Representatives have or shall be deemed to have made any representations or warranties, express or implied, regarding the Property or any matters affecting the Property, including without limitation the physical condition of the Property, title to or boundaries of the Property, soil conditions, the presence or absence, location or scope of any Hazardous Materials in, at, or under the Property, compliance with building, health, safety, land use or zoning Laws, other engineering characteristics, traffic patterns, parking and all other information pertaining to the Property. Purchaser moreover acknowledges (i) that Purchaser is a sophisticated buyerSite, knowledgeable and experienced in the financial and business risks attendant to investments in real property and capable of evaluating the merits and risks of entering into this Agreement and purchasing the Property, (ii) the Premises, or the Affixed Equipment, furnished by any person or entity, including, without limitation, District’s directors, officers, managers, agents, representatives, attorneys, or employees. Xxxxxx further acknowledges and agrees that Purchaser it is leasing the Premises and has entered into this Agreement with the intention of making and relying upon its own (or its experts’) investigation right to use certain aspects of the physicalProperty (as specifically set forth in this Lease) on “as is” and “with all faults” basis subject to all Laws, environmentalExisting Conditions, economic and legal condition of the PropertyListed Permits, and (iii) that Purchaser is not relying upon any representation or warranty concerning the Property made by Seller or Seller’s Representatives other than Additional Permits, except as otherwise expressly set forth in this AgreementLease. Except only as otherwise expressly provided set forth in this AgreementLease, Seller Tenant and anyone claiming by, through or under Tenant hereby fully and irrevocably releases District, its directors, officers, managers, employees, representatives, attorneys and agents from any and all claims that it or they may now have or hereafter acquire against District, its directors, officers, managers, employees, representatives, attorneys and agents from any cost, loss, liability, damage, expense, demand, action, or cause of action arising from the Site (or any aspect thereof). This release includes claims of which Tenant is presently unaware or which Tenant does not presently suspect to exist in its favor which, if known by Tenant, would materially affect Tenant’s release of District. Tenant specifically waives the provisions of California Civil Code Section 1542, which provides as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY”. The foregoing releases survive the expiration or termination of the Lease. The foregoing releases shall not have apply to (a) Pre-Existing Environmental Contamination (as defined below), (b) the migration of Hazardous Materials (as defined below) onto the Premises from outside the Premises, or (c) any liability Hazardous Materials brought onto the Premises during the term of this Lease by the District or any kind or nature for any condition or defect third party acting on behalf of the District. The Lease is subject to no contingencies whatsoever in the Property, whether such condition or defect is latent or patent, and regardless favor of when any such condition or defect is discovered.Xxxxxx. Initials by Tenant:

AS-IS; RELEASE. (a) As-Is. Purchaser acknowledges that Purchaser will have the opportunity to independently and agrees that if Purchaser fails to terminate this Agreement on or before the expiration of the Investigation Period, personally inspect the Property shall be sold, and Purchaser shall accept possession of the Property on the Closing Date “AS IS - WHERE IS, WITH ALL FAULTS,” with no right of setoff or reduction in the Purchase Price, and Purchaser shall assume the risk that adverse physical, environmental, economic or legal conditions may not have been revealed by Purchaser’s Investigations, whether or not Purchaser shall have made any such Investigation. Except as expressly set forth in Section 6(a)(i), neither Seller nor Seller’s Representatives have or shall be deemed to have made any representations or warranties, express or implied, regarding the Property or any matters affecting the Property, including without limitation the physical condition of the Property, title to or boundaries of the Property, soil conditions, the presence or absence, location or scope of any Hazardous Materials in, at, or under the Property, compliance with building, health, safety, land use or zoning Laws, other engineering characteristics, traffic patterns, parking and all other information pertaining to the Property. Purchaser moreover acknowledges (i) that Purchaser is a sophisticated buyer, knowledgeable and experienced in the financial and business risks attendant to investments in real property and capable of evaluating the merits and risks of entering into this Agreement and purchasing the Property, (ii) that Purchaser has entered into this Agreement with the intention of making and relying Contract based upon its own ability to make such examination and inspection. The Property is to be sold to and accepted by Purchaser at Closing in its then present condition "AS IS, WITH ALL FAULTS, (or its experts’WHETHER LATENT, PATENT OR DETECTABLE OR NOT) investigation of the physicalAND WITHOUT ANY WARRANTY WHATSOEVER, environmental, economic and legal condition of the PropertyEXPRESS OR IMPLIED", and (iii) that Purchaser is not relying upon without any representation reduction in the Purchase Price for any change in the physical or warranty concerning financial condition occurring from and after the Property made by Effective Date except for the express representations and warranties of Seller or Seller’s Representatives other than as expressly set forth contained in Section 5.1 and elsewhere in this AgreementContract. Except as otherwise expressly provided Notwithstanding anything contained herein to the contrary, it is understood and agreed that, except for the express representations and warranties of Seller contained in Section 5.1 and elsewhere in this AgreementContract, Seller shall and Seller's agents or employees have not have made and are not now making, and they specifically disclaim, any liability warranties, representations or guaranties of any kind or nature for any condition character, express or defect in implied, oral or written, past, present or future, with respect to the Property, whether such including, but not limited to, warranties, representations or guaranties as to (1) matters of title; (2) environmental matters of any kind relating to the Property, the Land or the Improvements or any portion thereof (including the condition of the soil or groundwater beneath the Property); (3) geological conditions, including, without limitation, subsidence, subsurface conditions, water table, underground water reservoirs, limitations regarding the withdrawal of water and earthquake faults and the resulting damage of past and/or future earthquakes; (4) whether, and to the extent to which the Property or any portion thereof is affected by any stream (surface or underground), body of water, flood prone area, flood plain, floodway or special flood hazard; (5) drainage; (6) soil conditions, including the existence of instability, past soil repairs, soil additions or conditions of soil fill, or susceptibility to landslides, or the sufficiency of any under shoring; (7) zoning to which the Property or any portion thereof may be subject; (8) the availability of any utilities to the Property or any portion thereof including, without limitation, water, sewage, gas and electric; (9) usages of adjoining property; (10) access to the Property or any portion thereof, (11) the value, compliance with the plans and specifications, size, location, age, use, design, quality, description, suitability, structural integrity, operation, title to, or physical or financial condition of the Property or any portion thereof, or any income, expenses, charges, liens, encumbrances, rights or claims on or affecting or pertaining to the Property or any part thereof; (12) the presence of Hazardous Materials (hereinafter defined) in or on, under or in the vicinity of the Property; (13) the condition or defect is latent use of the Property or patentcompliance of the Property with any or all past, present or future federal, state or local ordinances, rules, regulations or laws, building, fire or zoning ordinances, codes or other similar laws; (14) the existence or non-existence of underground storage tanks; (15) any other matter affecting the stability or integrity of the Real Property; (16) the potential for further development of the Property; (17) the existence of vested land use, zoning or building entitlements affecting the Property; (18) the REA; (19) the merchantability of the Property or fitness of the Property for any particular purpose (Purchaser affirming that Purchaser has not relied on Seller's or Seller's agents' or employees' skill or judgment to select or furnish the Property for any particular purpose, and regardless of when that Seller makes no warranty that the Property is fit for any such condition particular-purpose); or defect is discovered(19) tax consequences. EXCEPT AS EXPRESSLY SET FORTH HEREIN, SELLER MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND TO PURCHASER, INCLUDING, WITHOUT LIMITATION, THE PHYSICAL CONDITION OF THE PROPERTY AND ANY IMPROVEMENTS LOCATED THEREON, OR THEIR SUITABILITY FOR ANY PARTICULAR PURPOSE OR OF MERCHANTABILITY. PURCHASER SHALL RELY ON ITS INVESTIGATIONS OF THE PROPERTY IN DETERMINING WHETHER TO ACQUIRE IT.