Common use of AS-IS-SALE Clause in Contracts

AS-IS-SALE. Buyer acknowledges that it is a sophisticated buyer with experience in owning and operating real property. Xxxxx realizes the special nature of this transaction, understands and freely assumes all risks involved in connection with this transaction and acknowledges that the risks are reflected in the Purchase Price and the terms upon which Xxxxx is willing to purchase and Xxxxxx is willing to sell the Property. Xxxxx acknowledges that it has had an opportunity to make an independent investigation and examination of the Property and to become fully familiar with the physical condition of the Property, and has not relied on any information or materials delivered or caused to be delivered by Seller in connection therewith. It is further agreed that this Agreement shall supersede any and all marketing materials and other materials supplied or made available prior to or in connection with the Auction (the “Property Data”). Seller makes no warranty or representation with respect to the Property Data, and Seller, for and on behalf of each Seller-Related party (as hereinafter defined) hereby expressly disclaims any representation or warranty whatsoever, expressed or implied, as to the content, accuracy or completeness of the Property Data. Any Auction Announcement (as hereinafter defined) that was made at Auction supersedes the Property Data. As used herein, (a) the term “Auction Announcement” means any announcement made during the Auction by the Seller or the auctioneer conducting the sale of the Property, whether orally or in writing, and (b) the term “Seller-Related Parties” means, individually and collectively, Seller and its officers, directors, shareholder, employees, attorneys, agents and representatives. Buyer, by its execution hereof, acknowledges that the Property is sold “as-is where-is” and that 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, as to, concerning or with respect to (a) the value, nature, quality or condition of the Property, including, without limitation, the water, soil and geology; (b) the existence of any environmental contamination, hazards or conditions thereon (including, but not limited to, the presence of asbestos or asbestos-containing materials, lead based paint, underground storage tanks, pesticide residues, landfills, or the release of hazardous substances or the disposal or existence, in or on the Property, of any hazardous materials); (c) the income to be derived from the Property; (d) the suitability of the Property for any and all activities and uses which Buyer may conduct thereon;

AS-IS-SALE. Buyer acknowledges that it is a sophisticated buyer with experience in owning and operating real property. Xxxxx Buyer realizes the special nature of this transaction, understands and freely assumes all risks involved in connection with this transaction and acknowledges that the risks are reflected in the Purchase Price price and the terms upon which Xxxxx Buyer is willing to purchase and Xxxxxx Seller is willing to sell the Property. Xxxxx Buyer acknowledges that it has had an opportunity to make an independent investigation and examination of the Property and to become fully familiar with the physical condition of the Property, and has not relied on any information or materials delivered or caused to be delivered by Seller in connection therewith. It is further agreed that this Agreement shall supersede any and all marketing materials and other materials supplied or made available prior to or in connection with the Auction (the “Property Data”). Seller makes no warranty or representation with respect to the Property Data, and Seller, for and on behalf of each Seller-Related party (as hereinafter defined) hereby expressly disclaims any representation or warranty whatsoever, expressed or implied, as to the content, accuracy or completeness of the Property Data. Any Auction Announcement (as hereinafter defined) that was made at Auction supersedes the Property Data. As used herein, (a) the term “Auction Announcement” means any announcement made during the Auction by the Seller or the auctioneer conducting the sale of the Property, whether orally or in writing, and (b) the term “Seller-Related Parties” means, means individually and collectively, Seller and its officers, directors, shareholder, employees, attorneys, agents and representativesrepresentative. Buyer, Buyer by its execution hereof, acknowledges that the Property is sold “as-is where-is” and that 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, as to, concerning or with respect to (a) the value, nature, quality or condition of the Property, including, without limitation, the water, soil and geology; : (b) the existence of any environmental contamination, hazards or conditions thereon (including, but not limited to, the presence of asbestos or asbestos-asbestos containing materials, lead based paint, underground storage tanks, pesticide residues, landfills, or the release of hazardous substances or the disposal or existence, in or on the Property, of any hazardous materials); (c) the income to be derived from the Property; (d) the suitability of the Property for any and all activities and uses which Buyer may conduct thereon;:

AS-IS-SALE. Buyer acknowledges that it is a sophisticated buyer with experience in owning and operating real property. Xxxxx realizes the special nature of this transaction, understands and freely assumes all risks involved in connection with this transaction and acknowledges that the risks are reflected in the Purchase Price price and the terms upon which Xxxxx is willing to purchase and Xxxxxx Seller is willing to sell the Property. Xxxxx acknowledges that it has had an opportunity to make an independent investigation and examination of the Property and to become fully familiar with the physical condition of the Property, and has not relied on any information or materials delivered or caused to be delivered by Seller in connection therewith. It is further agreed that this Agreement shall supersede any and all marketing materials and other materials supplied or made available prior to or in connection with the Auction (the “Property Data”). Seller makes no warranty or representation with respect to the Property Data, and Seller, for and on behalf of each Seller-Related party (as hereinafter defined) hereby expressly disclaims any representation or warranty whatsoever, expressed or implied, as to the content, accuracy or completeness of the Property Data. Any Auction Announcement (as hereinafter defined) that was made at Auction supersedes the Property Data. As used herein, (a) the term “Auction Announcement” means any announcement made during the Auction by the Seller or the auctioneer conducting the sale of the Property, whether orally or in writing, and (b) the term “Seller-Related Parties” means, means individually and collectively, Seller and its officers, directors, shareholder, employees, attorneys, agents and representativesrepresentative. Buyer, Buyer by its execution hereof, acknowledges that the Property is sold “as-is where-is” and that 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, as to, concerning or with respect to (a) the value, nature, quality or condition of the Property, including, without limitation, the water, soil and geology; : (b) the existence of any environmental contamination, hazards or conditions thereon (including, but not limited to, the presence of asbestos or asbestos-asbestos containing materials, lead based paint, underground storage tanks, pesticide residues, landfills, or the release of hazardous substances or the disposal or existence, in or on the Property, of any hazardous materials); (c) the income to be derived from the Property; (d) the suitability of the Property for any and all activities and uses which Buyer may conduct thereon;: (e) the compliance of or by the Property or its operation with any laws, rules, ordinances or regulations of any applicable government authority or body (including any environmental protection, pollution or land use laws, rules, regulation, orders or requirements): (f) the habitability, merchantability, marketability, profitability or fitness for a particular purpose of the Property; (g) the manner or quality of the construction or materials, if any, incorporated into the Property; (h) the manner, quality, state of repair or lack of repair of the Property, (i) the availability of access to the Property from public rights-of-way or the availability of utilities (including, without limitation, the availability or adequacy of any water); (j) the revenues from or expense of the Property; (k) the acreage or dimensions of the Property; (l) the real property taxes on the Property; (m) whether any portion of the Property lies within any flood hazard area as determined by the U.S. Army Corps of Engineers or other applicable authority or whether the Property contains any wetlands or waters of the State or the United States; (n) any other matter or thing affecting or relating to the Property. No warranty has arisen though trade, custom or course of dealing with Buyer. Xxxxx declares and acknowledges that the foregoing shall be considered a material and integral part of the sale contemplated thereby and is reflected in the consideration payable by Buyer hereunder as inducement for Seller to proceed with the transaction contemplated hereby. Xxxxx further declares and acknowledges that the foregoing has been brought to the attention of Xxxxx, and that Xxxxx has voluntarily and knowingly consented thereto.

AS-IS-SALE. Buyer acknowledges that it is a sophisticated buyer with experience in owning and operating real property. Xxxxx Buyer realizes the special nature of this transaction, understands and freely assumes all risks involved in connection with this transaction and acknowledges that the risks are reflected in the Purchase Price and the terms upon which Xxxxx Buyer is willing to purchase and Xxxxxx Seller is willing to sell the Property. Xxxxx Buyer acknowledges that it has had an opportunity to make an independent investigation and examination of the Property and to become fully familiar with the physical condition of the Property, and has not relied on any information or materials delivered or caused to be delivered by Seller in connection therewith. It is further agreed that this Agreement shall supersede any and all marketing materials and other materials supplied or made available prior to or in connection with the Auction (the “Property Data”). Seller makes no warranty or representation with respect to the Property Data, and Seller, for and on behalf of each Seller-Related party (as hereinafter defined) hereby expressly disclaims any representation or warranty whatsoever, expressed or implied, as to the content, accuracy or completeness of the Property Data. Any Auction Announcement (as hereinafter defined) that was made at Auction supersedes the Property Data. As used herein, (a) the term “Auction Announcement” means any announcement made during the Auction by the Seller or the auctioneer conducting the sale of the Property, whether orally or in writing, and (b) the term “Seller-Related Parties” means, individually and collectively, Seller and its officers, directors, shareholder, employees, attorneys, agents and representatives. Buyer, by its execution hereof, acknowledges that the Property is sold “as-is where-is” and that 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, as to, concerning or with respect to (a) the value, nature, quality or condition of the Property, including, without limitation, the water, soil and geology; (b) the existence of any environmental contamination, hazards or conditions thereon (including, but not limited to, the presence of asbestos or asbestos-containing materials, lead based paint, underground storage tanks, pesticide residues, landfills, or the release of hazardous substances or the disposal or existence, in or on the Property, of any hazardous materials); (c) the income to be derived from the Property; (d) the suitability of the Property for any and all activities and uses which Buyer may conduct thereon;

AS-IS-SALE. Buyer acknowledges that it is a sophisticated buyer with experience in owning and operating real property. Xxxxx realizes the special nature of this transaction, understands and freely assumes all risks involved in connection with this transaction and acknowledges that the risks are reflected in the Purchase Price price and the terms upon which Xxxxx is willing to purchase and Xxxxxx Seller is willing to sell the Property. Xxxxx acknowledges that it has had an opportunity to make an independent investigation and examination of the Property and to become fully familiar with the physical condition of the Property, and has not relied on any information or materials delivered or caused to be delivered by Seller in connection therewith. It is further agreed that this Agreement shall supersede any and all marketing materials and other materials supplied or made available prior to or in connection with the Auction (the “Property Data”). Seller makes no warranty or representation with respect to the Property Data, and Seller, for and on behalf of each Seller-Related party (as hereinafter defined) hereby expressly disclaims any representation or warranty whatsoever, expressed or implied, as to the content, accuracy or completeness of the Property Data. Any Auction Announcement (as hereinafter defined) that was made at Auction supersedes the Property Data. As used herein, (a) the term “Auction Announcement” means any announcement made during the Auction by the Seller or the auctioneer conducting the sale of the Property, whether orally or in writing, and (b) the term “Seller-Related Parties” means, means individually and collectively, Seller and its officers, directors, shareholder, employees, attorneys, agents and representativesrepresentative. Buyer, Buyer by its execution hereof, acknowledges that the Property is sold “as-is where-is” and that 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, as to, concerning or with respect to (a) the value, nature, quality or condition of the Property, including, without limitation, the water, soil and geology; : (b) the existence of any environmental contamination, hazards or conditions thereon (including, but not limited to, the presence of asbestos or asbestos-asbestos containing materials, lead based paint, underground storage tanks, pesticide residues, landfills, or the release of hazardous substances or the disposal or existence, in or on the Property, of any hazardous materials); (c) the income to be derived from the Property; (d) the suitability of the Property for any and all activities and uses which Buyer may conduct thereon;:

AS-IS-SALE. Buyer acknowledges that it is a sophisticated buyer with experience in owning and operating real property. Xxxxx Buyer realizes the special nature of this transaction, understands and freely assumes all risks involved in connection with this transaction and acknowledges that the risks are reflected in the Purchase Price price and the terms upon which Xxxxx Buyer is willing to purchase and Xxxxxx Seller is willing to sell the Property. Xxxxx Buyer acknowledges that it has had an opportunity to make an independent investigation and examination of the Property and to become fully familiar with the physical condition of the Property, and has not relied on any information or materials delivered or caused to be delivered by Seller in connection therewith. It is further agreed that this Agreement shall supersede any and all marketing materials and other materials supplied or made available prior to or in connection with the Auction (the “Property Data”). Seller makes no warranty or representation with respect to the Property Data, and Seller, for and on behalf of each Seller-Related party (as hereinafter defined) hereby expressly disclaims any representation or warranty whatsoever, expressed or implied, as to the content, accuracy or completeness of the Property Data. Any Auction Announcement (as hereinafter defined) that was made at Auction supersedes the Property Data. As used herein, (a) the term “Auction Announcement” means any announcement made during the Auction by the Seller or the auctioneer conducting the sale of the Property, whether orally or in writing, and (b) the term “Seller-Related Parties” means, means individually and collectively, Seller and its officers, directors, shareholder, employees, attorneys, agents and representativesrepresentative. Buyer, Buyer by its execution hereof, acknowledges that the Property is sold “as-is where-is” and that 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, as to, concerning or with respect to (a) the value, nature, quality or condition of the Property, including, without limitation, the water, soil and geology; : (b) the existence of any environmental contamination, hazards or conditions thereon (including, but not limited to, the presence of asbestos or asbestos-asbestos containing materials, lead based paint, underground storage tanks, pesticide residues, landfills, or the release of hazardous substances or the disposal or existence, in or on the Property, of any hazardous materials); (c) the income to be derived from the Property; (d) the suitability of the Property for any and all activities and uses which Buyer may conduct thereon;: (e) the compliance of or by the Property or its operation with any laws, rules, ordinances or regulations of any applicable government authority or body (including any environmental protection, pollution or land use laws, rules, regulation, orders or requirements): (f) the habitability, merchantability, marketability, profitability or fitness for a particular purpose of the Property; (g) the manner or quality of the construction or materials, if any, incorporated into the Property; (h) the manner, quality, state of repair or lack of repair of the Property, (i) the availability of access to the Property from public rights-of-way or the availability of utilities (including, without limitation, the availability or adequacy of any water); (j) the revenues from or expense of the Property; (k) the acreage or dimensions of the Property; (l) the real property taxes on the Property; (m) whether any portion of the Property lies within any flood hazard area as determined by the U.S. Army Corps of Engineers or other applicable authority or whether the Property contains any wetlands or waters of the State or the United States; (n) any other matter or thing affecting or relating to the Property. No warranty has arisen though trade, custom or course of dealing with Buyer. Buyer declares and acknowledges that the foregoing shall be considered a material and integral part of the sale contemplated thereby and is reflected in the consideration payable by Buyer hereunder as inducement for Seller to proceed with the transaction contemplated hereby. Buyer further declares and acknowledges that the foregoing has been brought to the attention of Buyer, and that Buyer has voluntarily and knowingly consented thereto.

AS-IS-SALE. Buyer acknowledges and agrees that upon Closing, except as expressly otherwise provided herein and/or in Seller’s Closing deliverables, Seller shall sell and convey to Buyer and Buyer shall accept the Property “AS IS, WHERE IS, WITH ALL FAULTS” to the fullest extent permitted by law. Except as expressly provided herein and/or in Seller’s Closing deliverables, Buyer has not relied and will not rely on, and Seller has not made and is not liable for or bound by, any express or implied warranties, guarantees, statements, representations or information pertaining to the Property or relating thereto (including specifically, without limitation, the Documents, packages distributed with respect to the Property, or reports or information provided by Seller to Buyer or its agent) made or furnished by Seller, or any real estate broker, agent or third party representing or purporting to represent Seller, to whomever made or given, directly or indirectly, orally or in writing. Buyer represents that it is a knowledgeable, experienced and sophisticated buyer with experience purchaser of real estate and that, except for the representations and warranties of Seller expressly set forth in owning this Agreement and/or in Seller’s Closing deliverables, Buyer is relying solely on its own expertise and operating real property. Xxxxx realizes that of Buyer’s consultants in purchasing the special nature of this transaction, understands Property and freely assumes all risks involved in connection with this transaction and acknowledges that the risks are reflected in the Purchase Price and the terms upon which Xxxxx is willing to purchase and Xxxxxx is willing to sell the Property. Xxxxx acknowledges that it has had an opportunity to shall make an independent investigation and examination verification of the accuracy of any documents and information provided by Seller. Buyer will conduct such inspections and investigations of the Property and to become fully familiar with the physical condition of the Propertyas Buyer deems necessary, and has not relied on any information or materials delivered or caused to be delivered by Seller in connection therewith. It is further agreed that this Agreement shall supersede any and all marketing materials and other materials supplied or made available prior to or in connection with the Auction (the “Property Data”). Seller makes no warranty or representation with respect to the Property Data, and Seller, for and on behalf of each Seller-Related party (as hereinafter defined) hereby expressly disclaims any representation or warranty whatsoever, expressed or implied, as to the content, accuracy or completeness of the Property Data. Any Auction Announcement (as hereinafter defined) that was made at Auction supersedes the Property Data. As used herein, (a) the term “Auction Announcement” means any announcement made during the Auction by the Seller or the auctioneer conducting the sale of the Property, whether orally or in writing, and (b) the term “Seller-Related Parties” means, individually and collectively, Seller and its officers, directors, shareholder, employees, attorneys, agents and representatives. Buyer, by its execution hereof, acknowledges that the Property is sold “as-is where-is” and that 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, as to, concerning or with respect to (a) the value, nature, quality or condition of the Property, including, without limitation, the water, soil and geology; (b) the existence of any environmental contamination, hazards or conditions thereon (including, but not limited to, the presence physical and environmental conditions thereof, and shall rely upon Buyer’s independent verification of asbestos all material information on which Buyer intends to rely other than the representations and warranties of Seller herein. By consummating the transactions covered and contemplated hereby at the Closing, Buyer acknowledges that Seller has afforded Buyer a full opportunity to conduct such investigations of the Property as Buyer deemed necessary to satisfy itself as to the condition of the Property and the existence or asbestosnon-containing materials, lead based paint, underground storage tanks, pesticide residues, landfillsexistence of, or the release of curative action to be taken with respect to, any hazardous substances materials on, under, or the disposal or existence, in or on discharged from the Property, and will not rely upon any information provided by or on behalf of any hazardous materials); Seller or its agents or employees with respect thereto, other than such representations, warranties and covenants of Seller as are expressly set forth in this Agreement and/or in Seller’s Closing deliverables. This subsection (cf) shall survive Closing or the income to be derived from the Property; (d) the suitability earlier termination of this Agreement.Except for breach of the Property for express covenants, representations and warranties set forth in this Agreement and/or in Seller’s Closing deliverables, Buyer waives its right to recover from, and forever releases and discharges Seller, Seller’s Affiliates, Seller’s manager, the members, partners, trustees, shareholders, directors, officers, attorneys, employees and agents of each of them, and their respective heirs, successors, personal representatives and assigns (collectively, the “Releasees”) from any and all activities demands, claims (including, without limitation, causes of action in tort), legal or administrative proceedings, losses, liabilities, damages, penalties, fines, liens, judgments, costs or expenses whatsoever (including, without limitation, attorneys’ fees and uses costs), whether direct or indirect, known or unknown, foreseen or unforeseen (collectively, “Claims”), that may arise on account of or are in any way connected with the Property, the physical condition thereof, or any law or regulation applicable thereto. Except as to express covenants, representations and warranties which by the terms of this Agreement survive Closing and/or are set out in Seller’s Closing deliverables, upon Closing, Buyer agrees to waive, and shall be deemed to have waived, relinquished and released Seller and all other Releasees from, any and all Claims, matters arising out of latent or patent defects or physical conditions, violations of applicable laws (including, without limitation, any environmental laws) and any and all other acts, omissions, events, circumstances or matters affecting the Property. As part of the provisions hereof, but not as a limitation thereon, Buyer hereby agrees, represents and warrants that the matters released herein are not limited to matters which are known or disclosed, and except for breach of the express representations set forth herein or Seller’s Closing deliverables, Buyer hereby waives any and all rights and benefits which it now has, or in the future may conduct thereon;have conferred upon it with respect to this subsection (g), by virtue of the provisions of

AS-IS-SALE. Buyer acknowledges that it is a sophisticated buyer with experience in owning and operating real property. Xxxxx realizes the special nature of this transaction, understands and freely assumes all risks involved in connection with this transaction and acknowledges that the risks are reflected in the Purchase Price and the terms upon which Xxxxx is willing to purchase and Xxxxxx is willing to sell the Property. Xxxxx acknowledges that it has had an opportunity to make an independent investigation and examination of accepts the Property and to become fully familiar with the physical condition of the Property, and has not relied on any information or materials delivered or caused to be delivered by Seller in connection therewith. It is further agreed that this Agreement shall supersede any and all marketing materials and other materials supplied or made available prior to or in connection with the Auction (the “Property Data”). Seller makes no warranty or representation with respect to the Property Data, and Seller, for and on behalf of each Seller-Related party (as hereinafter defined) hereby expressly disclaims any AS IS” without representation or warranty whatsoever, expressed or implied, as to the content, accuracy or completeness of the Property Data. Any Auction Announcement (as hereinafter defined) that was made at Auction supersedes the Property Data. As used herein, (a) the term “Auction Announcement” means any announcement made during the Auction by the Seller or the auctioneer conducting the sale of the Property, whether orally or in writing, and (b) the term “Seller-Related Parties” means, individually and collectively, Seller and its officers, directors, shareholder, employees, attorneys, agents and representatives. Buyer, by its execution hereof, acknowledges that the Property is sold “as-is where-is” and that 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 whatsoeverkind, whether express or implied, oral by Seller as to physical condition or written, past, present or future, otherwise except as to, concerning or with respect to (a) the value, nature, quality or condition expressly provided in this Agreement. Buyer shall rely upon its own inspection and its own professional advisors in its examination of the PropertyProperty and all improvements thereon. Buyer hereby represents, warrants, and covenants to Seller that, prior to the end of the Inspection Period, Buyer will conduct Buyer’s own investigation of the Property and the physical condition thereof, including, without limitation, the wateraccessibility and location of utilities, soil and geology; (b) the existence use of any environmental contaminationHazardous Materials on, hazards or conditions thereon (including, but not limited to, the presence of asbestos or asbestos-containing materials, lead based paint, underground storage tanks, pesticide residues, landfillsfrom, or the release of hazardous substances or the disposal or existence, in or on under the Property, earthquake preparedness of any hazardous materials); (c) the income to be derived from the Property; (d) , all matters concerning the Property with respect to taxes, assessments, income and expense data, bonds, permissible uses, zoning, covenants, conditions and restrictions, and other matters which in Buyer’s judgment are necessary or advisable or might affect or influence Buyer’s use of the Property, or bear upon the value and suitability of the Property for Buyer’s intended purposes, or Buyer’s willingness to enter into this Agreement. Buyer shall provide Seller, upon request and at no cost or expense to Seller, with the results of any investigation of the Property performed by Buyer. Buyer recognizes that Seller would not sell the Property except on an “AS IS” basis, and acknowledges that Seller has made no representations or warranties of any kind in connection with the Property, except as expressly provided in Section 12 above. Buyer acknowledges that any and all activities leasing information, feasibility or marketing reports, or other information of any type that Buyer has received or may receive from Seller or Seller’s agents is furnished on the express condition that Buyer shall or would make an independent verification of the accuracy of any and uses which Buyer may conduct thereon;all such information, all such information being furnished without any warranty whatsoever, except as specifically provided in Section 12 of this Agreement. Buyer’s representations, warranties and covenants, as set forth above, shall survive the Closing Date.

AS-IS-SALE. Buyer acknowledges that it is a sophisticated buyer with experience in owning and operating real property. Xxxxx Buyer realizes the special nature of this transaction, understands and freely assumes all risks involved in connection with this transaction transaction, and acknowledges that the risks are reflected in the Purchase Price and the terms upon which Xxxxx Buyer is willing to purchase and Xxxxxx Seller is willing to sell the Property. Xxxxx Buyer acknowledges that it has had an opportunity to make an independent investigation and examination of the Property and to become fully familiar with the physical condition of the Property, and has not relied on any information or materials delivered or caused to be delivered by Seller in connection therewith. It is further agreed that this Agreement shall supersede any and all marketing materials and other materials supplied or made available prior to or in connection with the Auction (the “Property Data”). Seller makes no warranty or representation with respect to the Property Data, and Seller, for and on behalf of each Seller-Related party Party (as hereinafter defined) hereby expressly disclaims any representation or warranty whatsoever, expressed express or implied, as to the content, accuracy or completeness of the Property Data. Any Auction Announcement (as hereinafter defined) that was made at Auction supersedes the Property Data. As used herein, (a) the term “Auction Announcement” means any announcement made during the Auction by the Seller or the auctioneer conducting the sale of the Property, whether orally or in writing, and (b) the term “Seller-Related Parties” means, means individually and collectively, Seller and its officers, directors, shareholder, employees, attorneys, agents and representatives. Buyer, Buyer by its execution hereof, acknowledges that the Property is sold “as-is where-is” and that 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, as to, concerning or with respect to (a) the value, nature, quality or condition of the Property, including, without limitation, the water, soil and geology; (b) the existence of any environmental contamination, hazards or conditions thereon (including, but not limited to, the presence of asbestos or asbestos-asbestos containing materials, lead based paint, underground storage tanks, pesticide residues, landfills, or the release of hazardous substances or the disposal or existence, in or on the Property, of any hazardous materials); (( c) the income to be derived from the Property; (d) the suitability of the Property for any and all activities and uses which Buyer may conduct thereon;; (e) the compliance of or by the Property or its operation with any laws, rules, ordinances or regulations of any applicable government authority or body (including any environmental protection, pollution or land use laws, rules, regulation, orders or requirements); (f) the habitability, merchantability, marketability, profitability or fitness for a particular purpose of the Property; (g) the manner or quality of the construction or materials, if any, incorporated into the Property; (h) the manner, quality, state of repair or lack of repair of the Property, (I) the availability of access to the Property from public rights-of-way or the availability of utilities (including, without limitation, the availability or adequacy of any water); (j) the revenues from or expense of the Property; (k) the acreage of dimensions of the Property; (l) the real property taxes on the Property; (m) whether any portion of the Property lies within any flood hazard area as determined by the U.S. Army Corps of Engineers or other applicable authority or whether the Property contains any wetlands or waters of the State or the United States; (n) any other matter or thing affecting or relating to the Property. No warranty has arisen though trade, custom or course of dealing with Buyer. Buyer declares and acknowledges that the foregoing shall be considered a material and integral part of the sale contemplated thereby and is reflected in the consideration payable by Buyer hereunder as inducement for Seller to proceed with the transaction contemplated hereby. Buyer further declares and acknowledges that the foregoing has been brought to the attention of Buyer and explained in detail, and that Buyer has voluntarily and knowingly consented thereto.

AS-IS-SALE. Buyer acknowledges that it is a sophisticated buyer with experience in owning and operating real property. Xxxxx realizes the special nature of this transaction, understands understands, and freely assumes all risks involved in connection with this transaction and acknowledges that the risks are reflected in the Purchase Price and the terms upon which Xxxxx is willing to purchase and Xxxxxx is willing to sell the Property. Xxxxx Buyer acknowledges that it has had an opportunity to make an independent investigation and examination of the Property and to become fully familiar with the physical condition of the Property, Property and has not relied on any information or materials delivered or caused to be delivered by Seller in connection therewith. It is further agreed that this Agreement shall supersede any and all marketing materials and other materials supplied or made available prior to or in connection with the Auction (the “Property Data”). Seller makes no warranty or representation with respect to the Property Data, and Seller, for and on behalf of each Seller-Related party (as hereinafter defined) hereby expressly disclaims any representation or warranty whatsoever, expressed or implied, as to the content, accuracy or completeness of the Property Data. Any Auction Announcement (as hereinafter defined) that was made at Auction supersedes the Property Data. As used herein, (a) the term “Auction Announcement” means any announcement made during the Auction by the Seller or the auctioneer conducting the sale of the Property, whether orally or in writing, and (b) the term “Seller-Related Parties” means, individually and collectively, Seller and its officers, directors, shareholder, employees, attorneys, agents and representatives. Buyer, by its execution hereof, acknowledges that the Property is sold “as-is where-is” and that 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, as to, concerning or with respect to (a) the value, nature, quality or condition of the Property, including, without limitation, the water, soil and geology; (b) the existence of any environmental contamination, hazards or conditions thereon (including, but not limited to, the presence of asbestos or asbestos-containing materials, lead based paint, underground storage tanks, pesticide residues, landfills, or the release of hazardous substances or the disposal or existence, in or on the Property, of any hazardous materials); (c) the income to be derived from the Property; (d) the suitability of the Property for any and all activities and uses which Buyer may conduct thereon;

AS-IS-SALE. Buyer A. Purchaser acknowledges that it is a sophisticated buyer with experience in owning except for Seller’s representations, warranties and operating real property. Xxxxx realizes covenants contained herein and except for the special nature of this transaction, understands and freely assumes all risks involved in connection with this transaction and acknowledges that the risks are reflected in the Purchase Price and the terms upon which Xxxxx is willing written disclosures delivered to purchase and Xxxxxx is willing to sell the Property. Xxxxx acknowledges that it has had an opportunity to make an independent investigation and examination of the Property and to become fully familiar with the physical condition of the Property, and has not relied on any information or materials delivered or caused to be delivered Purchaser by Seller in connection therewith. It is further agreed that this Agreement shall supersede any and all marketing materials and other materials supplied or made available prior to or in connection with the Auction (the “Property Data”). Seller makes no warranty or representation with respect to the Property Dataas set forth herein, and neither Seller, nor anyone acting or claiming to act for and or on behalf of each Seller-Related party (as hereinafter defined) hereby expressly disclaims any representation or warranty whatsoever, expressed or implied, as to the content, accuracy or completeness of the Property Data. Any Auction Announcement (as hereinafter defined) that was has made at Auction supersedes the Property Data. As used herein, (a) the term “Auction Announcement” means any announcement made during the Auction by the Seller or the auctioneer conducting the sale of the Property, whether orally or in writing, and (b) the term “Seller-Related Parties” means, individually and collectively, Seller and its officers, directors, shareholder, employees, attorneys, agents and representatives. Buyer, by its execution hereof, acknowledges that the Property is sold “as-is where-is” and that Seller has not made, does not make and specifically negates and disclaims any representations, warranties, promisespromises or statements to Purchaser concerning the Property. Purchaser further acknowledges and agrees that all material matters relating to the Property will be independently verified by Purchaser to its full satisfaction within the time provided under this Agreement, covenantsthat, agreements except as to Seller’s representations, warranties and covenants contained in this Agreement, and in the closing documents, Purchaser will be acquiring the Property based solely upon and in reliance on its own inspections, analyses and conclusions, and that if Purchaser acquires the Property, it will acquire the Property in the Property’s “AS-IS” condition and “AS-IS” state of repair inclusive of all faults and defects, whether latent or guaranties patent, or known or unknown. Without limiting the scope or generality of the foregoing, and subject to the same limitations stated above, (i) Purchaser expressly assumes the risk that the Property may not now or in the future comply with any applicable laws now or hereafter in effect; (ii) Purchaser acknowledges that neither Seller nor anyone acting on Seller’s behalf has made, and Seller is unwilling to make, any representation or warranty whatsoever with respect to the physical nature of the Property. B. Purchaser further acknowledges and agrees that any written disclosures given by Seller, except for Seller’s representations and warranties set forth herein and except as otherwise provided herein, are given for disclosure purposes only and that they do not constitute representations or warranties that the adverse conditions so disclosed to Purchaser are the only adverse conditions that may exist at or otherwise affect the Property and, without limiting the scope or generality of this Article XVII, Purchaser expressly assumes the risk that adverse physical, environmental, financial and legal conditions may not be revealed by Purchaser’s inspection and evaluation of the Property or any other material matters. C. Except as specifically provided herein, Purchaser hereby fully and forever waives, and Seller hereby fully and forever disclaims, all warranties and representations not expressly set forth herein, of whatever type or kind with respect to the Property, whether express, implied or otherwise of fitness for a particular purpose, tenantability, habitability or use. D. Purchaser further acknowledges that any information including, without limitation, any engineering reports, architectural reports, feasibility reports, marketing reports, soils reports, environmental reports, materials related to the Property, analyses or data, or other similar reports, analyses, data or information of whatever type or kind which Purchaser has received or may hereafter receive from Seller, its agents, its consultants, or anyone acting or claiming to act on its behalf are furnished without warranty of any kind and with no representation by Seller as to their completeness or character accuracy (except that Seller is providing such information to Purchaser in good faith and with no basis in Seller’s actual knowledge to believe that such information is not accurate or misleading as provided herein) and on the express condition that Purchaser shall make its own independent verification of the accuracy, reliability and sufficiency of such information and that Purchaser will not rely thereon. Accordingly, Purchaser agrees that under no circumstances will it make any claim, directly or indirectly, against, bring any action, cause of action or proceeding against, or assert any liability upon, Seller, its agents, consultants, contractors, or any other persons who prepared or furnished any of the information to Purchaser hereunder as a result of the inaccuracy, unreliability or insufficiency of, or any defect or mistake in, any of the information provided to Purchaser hereunder. This Section XVII D has application to third party deliveries, and does not apply to deliveries of Seller’s documents and instruments, such as, but not limited to, leases and service contracts and has no application to Seller’s representations and warranties contained in this Agreement. E. Purchaser hereby fully and forever releases, acquits and discharges Seller of and from, and hereby fully and forever waives: (i) Any and all claims, actions, causes of action, suits, proceedings, demands, rights, damages, costs, expenses or other compensation whatsoever, whether express known or impliedunknown, oral direct or writtenindirect, pastforeseeable or unforeseeable, present absolute or futurecontingent, as tothat Purchaser now has or may have or which may arise in the future arising out of, concerning directly or with respect to indirectly, or in any way connected with: (a) any negligent act or omission of Seller (or any person acting for or on behalf of Seller or for whose conduct Seller may be liable), whether or not such negligence be the valueactive, naturepassive or sole negligence of Seller, quality in connection with Seller’s prior ownership, operation or condition use of the Property; (b) any condition of environmental contamination or pollution at the Property, however and whenever occurring (including, without limitation, the watercontamination or pollution of any surface or subsurface soils, subsurface media, surface waters or ground waters at the Property); (c) to the extent not already included in (b), above, the prior, present or future existence, release or discharge, or threatened release, of any hazardous materials at the Property, however and whenever occurring (including, without limitation, the release or discharge, or threatened release, of any hazardous materials into the air at the Property, or into any soils, subsoils, surface waters or ground waters at the Property); (d) the violation of any applicable law now or hereafter in effect, however and whenever occurring, with respect to the Property; (e) geologic and seismic conditions at the Property, and soil and geologysubsoil conditions at the Property; or (bf) the existence condition of any environmental contamination, hazards or conditions thereon the Property (including, without limitation, any non-compliance thereof with building codes, other applicable laws, and private restrictions). (ii) Any and all damages; losses; costs; judgments; fines and penalties; fees; expenses; or other compensation whatsoever arising out of, directly or indirectly, or in any way connected with, any of the matters described in clauses (a) through (f) of Section XVII E (i). (iii) Any claim for or right to indemnification, contribution or other compensation based on or arising under the Comprehensive Environmental Response, Compensation and Liability Act, as amended (“CERCLA”), 42 U.S.C. §9601, et seq., or the Resource Conservation and Recovery Act, as amended (“RCRA”), 42 U.S.C. §6901, et seq., or any similar or other applicable law now or hereafter in effect. (iv) Any claim for or based on trespass, nuisance, waste, negligence, negligence per se, strict liability, ultrahazardous activity, indemnification, contribution or other theory arising under the common law of the State of Georgia (or any other applicable jurisdiction) or arising under any applicable law now or hereafter in effect. For purposes of this Section XVII E, the word “at” also means on, beneath, in, above, and in the vicinity of. This Section XVII E has no application to deliveries of Seller’s documents and instruments, such as, but not limited to, rent rolls, leases, service contracts and operating statements, and has no application to Seller’s representations and warranties contained in this Agreement. F. The provisions of this Article XVII shall survive Closing. Purchaser hereby acknowledges and agrees that the presence provisions of asbestos or asbestos-containing materials, lead based paint, underground storage tanks, pesticide residues, landfills, or the release of hazardous substances or the disposal or existence, in or on the Property, of any hazardous materials); (c) the income to be derived from the Property; (d) the suitability this Article XVII are material and included as a material portion of the Property consideration given to Seller by Purchaser in exchange for any Seller’s performance under this Agreement and all activities and uses which Buyer may conduct thereon;that Seller has given Purchaser material concessions regarding this transaction in exchange for Purchaser agreeing to the provisions of this Article XVII.