Common use of As Is, Where Is Clause in Contracts

As Is, Where Is. 5.4.1 Except as provided in the express representations and warranties of Seller set forth in Article 6 and in any other express provision in this Agreement to the contrary, and except for the warranty set forth in the Deed (the “Express Representations”), Seller does not, by the execution and delivery of this Agreement, and Seller shall not, by the execution and delivery of any document or instrument executed and delivered in connection with Closing, make any representation or warranty, express or implied, of any kind or nature whatsoever, with respect to the Property, and all such warranties are hereby disclaimed. 5.4.2 Without limiting the generality of the foregoing, other than the Express Representations, Seller makes, and shall make, no express or implied warranty as to matters of zoning, acreage, tax consequences, physical or environmental condition (including, without limitation, laws, rules, regulations, orders and requirements pertaining to the use, handling, generation, treatment, storage or disposal of any toxic or hazardous waste or toxic, hazardous or regulated substance), valuation, governmental approvals, governmental regulations or any other matter or thing relating to or affecting the Property (collectively, the “Disclaimed Matters”). 5.4.3 Notwithstanding anything to the contrary set forth in this Agreement, the Property, including without limitation the roofs, all structural components, all heating, ventilating, air conditioning, mechanical, plumbing, and electrical systems, fire and life safety and all other parts of the buildings constituting a portion of the Property, shall be conveyed to Purchaser, and Purchaser shall accept same, in their “AS IS” “WHERE IS” condition on the Closing Date, “WITH ALL FAULTS” and “SUBJECT TO ALL DEFECTS.” Purchaser acknowledges that Seller’s willingness to sell the Property to Purchaser at the Purchase Price has been induced, in part, by the agreement of Purchaser to purchase the Improvements and the Personal Property in such “AS IS” condition. Purchaser hereby acknowledges, represents and warrants that it is not in a disparate bargaining position with respect to Seller in connection with the transaction contemplated hereby, that Purchaser freely and fairly agreed to the waivers and conditions of this Section 5.4.3 as part of the negotiations of this Agreement, and Purchaser has been represented by adequate legal counsel in connection herewith and has conferred with such legal counsel concerning the waivers and other conditions of this Section. 5.4.4 Without in any way limiting any provision of this Section, Purchaser specifically acknowledges and agrees that, except with respect to the Express Representations and the obligations of Seller set forth in Section 6.1 hereof and any other provisions of this Agreement to the contrary, Purchaser hereby waives, releases and discharges any claim it has, might have had or may have against Seller with respect to (a) the Disclaimed Matters, (b) the condition of the Property as of the Closing Date, (c) the past, present or future condition or compliance of the Property with regard to any environmental protection, pollution control or land use laws, rules, regulations, orders or requirements, or (d) any other state of facts that exists with respect to the Property. Notwithstanding the foregoing, nothing contained in this Section 5.4 shall be construed to limit Purchaser’s right to implead Seller into any lawsuit in which Purchaser has been named by a governmental entity or other third party as the result of the condition or compliance of the Property with regard to any environmental protection or pollution control laws, rules, regulations, orders or requirements during the period Seller owned the Real Property.

As Is, Where Is. 5.4.1 5.2.1 Except as provided in the express representations and warranties of Seller set forth in Section 6.1 and Article 6 12 of this Agreement and in any other express provision in this Agreement to Seller’s Assignment and Assumption of Ground Lease, the contraryXxxx of Sale and the FIRPTA Certificate (all as defined below) (collectively, and except for the warranty set forth in the Deed (the “Express Representations”), Seller does not, by the execution and delivery of this Agreement, and Seller shall not, by the execution and delivery of any document or instrument executed and delivered in connection with the Closing, make any representation or warranty, express or implied, of any kind or nature whatsoever, with respect to the Property, and all such warranties are hereby disclaimed. 5.4.2 5.2.2 Without limiting the generality of the foregoing, other than the Express Representations, Seller makes, and shall make, no express or implied warranty as to matters of title, zoning, acreage, tax consequences, physical or environmental condition (including, without limitation, laws, rules, regulations, orders and requirements pertaining to the use, handling, generation, treatment, storage or disposal of any toxic or hazardous waste or toxic, hazardous or regulated substance), valuation, governmental approvals, governmental regulations or any other matter or thing relating to or affecting the Property (collectively, the “Disclaimed Matters”). 5.4.3 5.2.3 Notwithstanding anything to the contrary set forth in this Agreement, but subject to the Express Representations and Seller’s obligations set forth in Section 7.1 of this Agreement, and subject to Article 10 hereof, the Property, including without limitation the roofs, all structural components, all heating, ventilating, air conditioning, mechanical, plumbing, and Table of Contents electrical systems, fire and life safety and all other parts of the buildings Improvements constituting a portion of the Property, shall be conveyed to Purchaser, and Purchaser shall accept same, in their “AS IS” “WHERE IS” condition on the Closing Date (subject only to normal wear and tear between the Effective Date and the Closing Date), “WITH ALL FAULTS” and “SUBJECT TO ALL DEFECTS.” Purchaser acknowledges that Seller’s willingness to sell the Property to Purchaser at the Purchase Price has been induced, in part, by the agreement of Purchaser to purchase the Improvements and the Personal Property in such “AS IS” condition. Purchaser hereby acknowledges, represents and warrants that it is not in a disparate bargaining position with respect to Seller in connection with the transaction contemplated hereby, that Purchaser freely and fairly agreed to the waivers and conditions of this Section 5.4.3 5.2.3 as part of the negotiations of this Agreement, and Purchaser has been represented by adequate legal counsel in connection herewith and has conferred with such legal counsel concerning the waivers and other conditions of this SectionSection 5.2. 5.4.4 5.2.4 Without in any way limiting any provision of this SectionSection 5.2, Purchaser specifically acknowledges and agrees that, except with respect to the Express Representations and the obligations of Seller set forth in Section 6.1 hereof and any other provisions 7.1 of this Agreement Agreement, and subject to the contraryArticle 10 hereof, and Purchaser hereby waives, releases and discharges any claim it has, might have had or may have against Seller with respect to (ai) the Disclaimed Matters, (bii) the condition of the Property as of the Closing Date, (ciii) the past, present or future condition or compliance of the Property with regard to any environmental protection, pollution control or land use laws, rules, regulations, orders or requirements, including, without limitation, CERCLA (as hereinafter defined), or (div) any other state of facts that exists with respect to the Property. Notwithstanding the foregoingThe waiver, nothing contained release and discharge set forth in this Section 5.4 5.2.4 shall be construed to limit Purchaser’s right to implead Seller into survive the Closing or any lawsuit in which Purchaser has been named by a governmental entity or other third party as the result termination of the condition or compliance of the Property with regard to any environmental protection or pollution control laws, rules, regulations, orders or requirements during the period Seller owned the Real Propertythis Agreement.

As Is, Where Is. 5.4.1 Except as provided in the express representations and warranties of Seller set forth in Article 6 and in any other express provision in this Agreement to the contrary, and except for the warranty set forth in the Deed (the “Express Representations”), Seller does not, by the execution and delivery of this Agreement, and Seller shall not, by the execution and delivery of any document or instrument executed and delivered in connection with Closing, make any representation or warranty, express or implied, of any kind or nature whatsoever, with respect to the Property, and all such warranties are hereby disclaimed. 5.4.2 Without limiting the generality All of the foregoing, other than the Express Representations, Seller makes, Leased Property and shall make, no express or implied warranty as to matters of zoning, acreage, tax consequences, physical or environmental condition (including, without limitation, laws, rules, regulations, orders and requirements pertaining to the use, handling, generation, treatment, storage or disposal of any toxic or hazardous waste or toxic, hazardous or regulated substance), valuation, governmental approvals, governmental regulations or any other matter or thing relating to or affecting the DALS's Personal Property (collectively, the “Disclaimed Matters”). 5.4.3 Notwithstanding anything "Real and Personal Property") will be transferred and delivered to Lessor by DALS on the Transfer Date, and will be accepted by Lessor "as-is," "where-is," subject however to the contrary provisions of Section 7.3 of the Lease, but with no other warranties, including the warranty of habitability, use or fitness for habitation with respect to any real estate and improvements and with no other warranties, including the warranty of merchantability or fitness for a particular purpose, with respect to all of the other property, and all of which warranties (both express and implied) DALS hereby disclaims. Lessor has, or will have on or before the Transfer Date, examined and inspected the Real and Personal Property and knows and is satisfied with, or will know and be satisfied with, its condition and is not now relying, and will not later rely, upon any representations or warranties made (or asserted to have been made) by DALS, Advocat or anyone claiming to act by, through or under or on their behalf concerning the Real and Personal Property except for the representations and warranties set forth in Section 7.3 of the Lease and the representations and warranties as to title and the representations and warranties as to liens and encumbrances set forth in this AgreementAgreement and the Bill of Sale and Assignment to be delivered on the Transfer Date in txx xorm attached hereto as Exhibit B. Except for liabilities, obligations and responsibilities of DALS arising prior to the PropertyTransfer Date under Article 5, Section 7.3, Section 9.2, Article 11 and Article 19 of the Lease, Lessor shall and does hereby release and discharge DALS, effective as of the Transfer Date, from any liabilities, obligations or responsibilities that DALS had, has or may have with respect to the Real and Personal Property under the Lease whether arising prior to, on or after the Transfer Date, including without limitation any obligation to install a fire sprinkler system, radiation fire dampers and fire alarm indicator lights at the roofsFacility as required by DHEC. Prior to the Transfer Date, all structural componentsLessor shall have the right, all heatingupon reasonable advance notice and during normal business hours, ventilatingto enter the Facility for the purpose of inspecting the Real and Personal Property, air conditioningsubject to any security, mechanicalhealth, plumbing, and electrical systems, fire and life safety and all other parts or privacy requirements or rights of the buildings constituting a portion residents and employees of each Facility. DALS shall have the Property, shall be conveyed to Purchaser, and Purchaser shall accept same, in their “AS IS” “WHERE IS” condition on the Closing Date, “WITH ALL FAULTS” and “SUBJECT TO ALL DEFECTS.” Purchaser acknowledges that Seller’s willingness to sell the Property to Purchaser at the Purchase Price has been induced, in part, by the agreement of Purchaser to purchase the Improvements and the Personal Property in such “AS IS” condition. Purchaser hereby acknowledges, represents and warrants that it is not in a disparate bargaining position with respect to Seller in connection with the transaction contemplated hereby, that Purchaser freely and fairly agreed to the waivers and conditions of this Section 5.4.3 as part of the negotiations of this Agreement, and Purchaser has been represented by adequate legal counsel in connection herewith and has conferred with such legal counsel concerning the waivers and other conditions of this Section. 5.4.4 Without in any way limiting any provision of this Section, Purchaser specifically acknowledges and agrees that, except with respect to the Express Representations and the obligations of Seller set forth in Section 6.1 hereof and any other provisions of this Agreement to the contrary, Purchaser hereby waives, releases and discharges any claim it has, might have had or may have against Seller with respect to (a) the Disclaimed Matters, (b) the condition of the Property as of the Closing Date, (c) the past, present or future condition or compliance of the Property with regard to any environmental protection, pollution control or land use laws, rules, regulations, orders or requirements, or (d) any other state of facts that exists with respect to the Property. Notwithstanding the foregoing, nothing contained in this Section 5.4 shall be construed to limit Purchaser’s right to implead Seller into have a representative present at all times during any lawsuit in which Purchaser has been named such inspection by a governmental entity or other third party as the result of the condition or compliance of the Property with regard to any environmental protection or pollution control laws, rules, regulations, orders or requirements during the period Seller owned the Real PropertyLessor.

As Is, Where Is. 5.4.1 Except as provided in Notwithstanding any other provision of this Agreement, the express Purchaser acknowledges, agrees and confirms that: (1) except for the representations and warranties of Seller the Vendor set forth in Article 6 Section 4.2, it is entering into this Agreement and the Deed of Transfer, acquiring the Purchased Assets, assuming the Assumed Liabilities and agreeing to be responsible for the Environmental Liabilities on an “as is, where is” basis as they exist as of the Closing Time and will accept the Purchased Assets in any other express provision their state, condition and location as of the Closing Time except as expressly set forth in this Agreement and the sale of the Purchased Assets is made without legal warranty and at the risk and peril of the Purchaser; (2) it has conducted to its satisfaction such independent searches, investigations and inspections of the Purchased Assets, the Assumed Liabilities and the Environmental Liabilities as it deemed appropriate, and based solely thereon, has determined to proceed with the transactions contemplated by this Agreement; (3) except as expressly stated in Section 4.2, neither the Vendor nor any other Person is making, and the Purchaser is not relying on, any representations, warranties, statements or promises, express or implied, statutory or otherwise, concerning the Purchased Assets, the Vendor’s right, title or interest in or to the contraryPurchased Assets, the Assumed Liabilities or the Environmental Liabilities, including with respect to merchantability, physical or financial condition, description, fitness for a particular purposes, suitability for development, title, description, use or zoning, environmental condition, existence of latent defects, quality, quantity or any other thing affecting any of the Purchased Assets, the Assumed Liabilities or the Environmental Liabilities or in respect of any other matter or thing whatsoever, including any and all conditions, warranties or representations expressed or implied pursuant to any Applicable Law in any jurisdiction, which the Purchaser confirms do not apply to this Agreement and are hereby waived in their entirety by the Purchaser; (4) without limiting the generality of the foregoing, no representation, warranty or covenant is given by any member of the SISP Team or any of the SISP Team’s Representatives that the Purchased Assets are or can be made operational within a specified time frame or will achieve any particular level of service, use, production capacity or actual production if made operational; (5) without limiting the generality of the foregoing, except as expressly stated in Section 4.2, the Vendor has made no representation or warranty as to any Regulatory Approvals, Permits, consents or authorizations that may be needed to complete the transactions contemplated by this Agreement or to operate the Purchased Assets, and except for the warranty set forth in the Deed (the “Express Representations”)Purchaser is relying entirely on its own investigation, Seller does not, by the execution due diligence and delivery of this Agreement, and Seller shall not, by the execution and delivery of any document or instrument executed and delivered inquiries in connection with Closingsuch matters; (6) all written and oral information obtained from any member of the SISP Team or any of the SISP Team’s Representatives, make including in any teaser letter, asset listing, confidential information memorandum or other document made available to the Purchaser (including in certain “data rooms”, management presentations, site visits and diligence meetings or telephone calls), with respect to the Purchased Assets, the Assumed Liabilities and the Environmental Liabilities has been obtained for the convenience of the Purchaser only, and no member of the SISP Team nor any of the SISP Team’s Representatives have made any representation or warranty, express or implied, statutory or otherwise as to the accuracy or completeness of any such information; (7) any information regarding or describing the Purchased Assets, the Assumed Liabilities or the Environmental Liabilities in this Agreement (including the Schedules hereto), or in any other agreement or instrument contemplated hereby, is for identification purposes only, is not relied upon by the Purchaser, and no representation, warranty or condition, express or implied, has or will be given by any member of the SISP Team or any of the SISP Team’s Representatives, or any other Person concerning the completeness or accuracy of such information or descriptions; (8) except as otherwise expressly provided in this Agreement, the Purchaser hereby unconditionally and irrevocably waives any and all actual or potential rights or claims the Purchaser might have against the Vendor, any member of the SISP Team or any of the SISP Team’s Representatives pursuant to any warranty, express or implied, legal or conventional, of any kind or nature whatsoevertype, with respect to other than those representations and warranties by the PropertyVendor expressly set forth in Section 4.2. Such waiver is absolute, unlimited, and includes, but is not limited to, waiver of express warranties, implied warranties, any warranties contained in the Civil Code of Québec, warranties of fitness for a particular use, warranties of merchantability, warranties of occupancy, strict liability and claims of every kind and type, including claims regarding defects, whether or not discoverable or latent, product liability claims, or similar claims, and all such other claims that may be later created or conceived in strict liability or as strict liability type claims and rights; and (9) none of the representations and warranties are hereby disclaimed. 5.4.2 Without of the Vendor contained in this Agreement shall survive Closing and, subject to Section 8.3(2), the Purchaser’s sole recourse for any breach of representation or warranty of the Vendor in Section 4.2 shall be for the Purchaser not to complete the transactions as contemplated by this Agreement and for greater certainty the Purchaser shall have no recourse or claim of any kind against the Vendor or the proceeds of the transactions contemplated by this Agreement following Closing. For greater certainty and without limiting the generality of the foregoing, other than the Express Representations, Seller makes, and shall make, no express or implied warranty as Parties hereby agree to matters of zoning, acreage, tax consequences, physical or environmental condition (including, without limitation, laws, rules, regulations, orders and requirements pertaining to exclude altogether the use, handling, generation, treatment, storage or disposal of any toxic or hazardous waste or toxic, hazardous or regulated substance), valuation, governmental approvals, governmental regulations or any other matter or thing relating to or affecting the Property (collectively, the “Disclaimed Matters”). 5.4.3 Notwithstanding anything to the contrary set forth in this Agreement, the Property, including without limitation the roofs, all structural components, all heating, ventilating, air conditioning, mechanical, plumbing, and electrical systems, fire and life safety and all other parts effect of the buildings constituting a portion legal warranty provided for by article 1716 of the Property, shall be conveyed to Purchaser, Civil Code of Québec and that the Purchaser shall accept same, in their “AS IS” “WHERE IS” condition on is purchasing the Closing Date, “WITH ALL FAULTS” and “SUBJECT TO ALL DEFECTS.” Purchaser acknowledges that Seller’s willingness to sell Purchased Assets at its own risk within the Property to Purchaser at the Purchase Price has been induced, in part, by the agreement meaning of Purchaser to purchase the Improvements and the Personal Property in such “AS IS” condition. Purchaser hereby acknowledges, represents and warrants that it is not in a disparate bargaining position with respect to Seller in connection with the transaction contemplated hereby, that Purchaser freely and fairly agreed to the waivers and conditions of this Section 5.4.3 as part article 1733 of the negotiations Civil Code of this Agreement, Québec. This Section 4.3 shall not merge on Closing and Purchaser has been represented is deemed incorporated by adequate legal counsel reference in connection herewith all closing documents and has conferred with such legal counsel concerning the waivers and other conditions of this Sectiondeliveries. 5.4.4 Without in any way limiting any provision of this Section, Purchaser specifically acknowledges and agrees that, except with respect to the Express Representations and the obligations of Seller set forth in Section 6.1 hereof and any other provisions of this Agreement to the contrary, Purchaser hereby waives, releases and discharges any claim it has, might have had or may have against Seller with respect to (a) the Disclaimed Matters, (b) the condition of the Property as of the Closing Date, (c) the past, present or future condition or compliance of the Property with regard to any environmental protection, pollution control or land use laws, rules, regulations, orders or requirements, or (d) any other state of facts that exists with respect to the Property. Notwithstanding the foregoing, nothing contained in this Section 5.4 shall be construed to limit Purchaser’s right to implead Seller into any lawsuit in which Purchaser has been named by a governmental entity or other third party as the result of the condition or compliance of the Property with regard to any environmental protection or pollution control laws, rules, regulations, orders or requirements during the period Seller owned the Real Property.

As Is, Where Is. 5.4.1 5.2.1 Except as provided in the express representations and warranties of Seller set forth in Article 6 Sections 6.1 and 12 of this Agreement and in any other express provision in this Agreement to Seller’s Limited Warranty Deed and the contraryXxxx of Sale (all as hereinafter defined) (collectively, and except for the warranty set forth in the Deed (the “Express Representations”), Seller does not, by the execution and delivery of this Agreement, and Seller shall not, by the execution and delivery of any document or instrument executed and delivered in connection with the Closing, make any representation or warranty, express or implied, of any kind or nature whatsoever, with respect to the Property, and all such warranties are hereby disclaimed. 5.4.2 5.2.2 Without limiting the generality of the foregoing, other than the Express Representations, Seller makes, and shall make, no express or implied warranty as to matters of title, zoning, acreage, tax consequences, physical or environmental condition (including, without limitation, laws, rules, regulations, orders and requirements pertaining to the use, handling, generation, treatment, storage or disposal of any toxic or hazardous waste or toxic, hazardous or regulated substance), valuation, governmental approvals, governmental regulations or any other matter or thing relating to or affecting the Property (collectively, the “Disclaimed Matters”). 5.4.3 5.2.3 Notwithstanding anything to the contrary set forth in this Agreement, but subject to the Express Representations and Seller’s obligations set forth in Section 7.1 of this Agreement, and subject to Article 10 hereof, the Property, including without limitation the roofs, all structural components, all heating, ventilating, air conditioning, mechanical, plumbing, and electrical systems, fire and life safety and all other parts of the buildings Improvements constituting a portion of the Property, shall be conveyed to Purchaser, and Purchaser shall accept same, in their “AS IS” “WHERE IS” condition on the Closing Date, “WITH ALL FAULTS” and “SUBJECT TO ALL DEFECTS.” Purchaser acknowledges that Seller’s willingness to sell the Property to Purchaser at the Purchase Price has been induced, in part, by the agreement of Purchaser to purchase the Improvements and the Personal Property in such “AS IS” condition. Purchaser hereby acknowledges, represents and warrants that it is not in a disparate bargaining position with respect to Seller in connection with the transaction contemplated hereby, that Purchaser freely and fairly 29914974 v6 agreed to the waivers and conditions of this Section 5.4.3 5.2 as part of the negotiations of this Agreement, and Purchaser has been represented by adequate legal counsel in connection herewith and has conferred with such legal counsel concerning the waivers and other conditions of this SectionSection 5.2. 5.4.4 5.2.4 Without in any way limiting any provision of this SectionSection 5.2, Purchaser specifically acknowledges and agrees that, except with respect to the Express Representations and the obligations of Seller set forth in Section 6.1 hereof and any other provisions 7.1 of this Agreement Agreement, and subject to the contraryArticle 10 hereof, Purchaser hereby waives, releases and discharges any claim it has, might have had or may have against Seller with respect to (ai) the Disclaimed Matters, (bii) the condition of the Property as of the Closing Date, (ciii) the past, present or future condition or compliance of the Property with regard to any environmental protection, pollution control or land use laws, rules, regulations, orders or requirements, including, without limitation, CERCLA (as hereinafter defined), or (div) any other state of facts that exists with respect to the Property. Notwithstanding the foregoingThe waiver, nothing contained release and discharge set forth in this Section 5.4 5.2.4 shall be construed to limit Purchaser’s right to implead Seller into survive the Closing or any lawsuit in which Purchaser has been named by a governmental entity or other third party as the result termination of the condition or compliance of the Property with regard to any environmental protection or pollution control laws, rules, regulations, orders or requirements during the period Seller owned the Real Propertythis Agreement.

As Is, Where Is. 5.4.1 5.2.1 Except as provided in the express representations and warranties of Seller set forth in Article 6 Section 6.1 of this Agreement and in any other express provision in this Agreement Seller’s Special Warranty Deed to the contrarybe delivered at Closing (collectively, and except for the warranty set forth in the Deed (the “Express Representations”), Seller does not, by the execution and delivery of this Agreement, and Seller shall not, by the execution and delivery of any document or instrument executed and delivered in connection with Closing, make any representation or warranty, express or implied, of any kind or nature whatsoever, with respect to the Property, and all such warranties are hereby disclaimed. 5.4.2 5.2.2 Without limiting the generality of the foregoing, other than the Express Representations, Seller makes, and shall make, no express or implied warranty as to matters of zoning, acreage, tax consequences, physical or environmental condition (including, without limitation, laws, rules, regulations, orders and requirements pertaining to the use, handling, generation, treatment, storage or disposal of any toxic or hazardous waste or toxic, hazardous or regulated substance), valuation, governmental approvals, governmental regulations or any other matter or thing relating to or affecting the Property (collectively, the “Disclaimed Matters”). 5.4.3 5.2.3 Notwithstanding anything to the contrary set forth in this Agreement, but subject to Seller’s obligations set forth in Section 7.1 hereof, the Property, including without limitation the roofs, all structural components, all heating, ventilating, air conditioning, mechanical, plumbing, and electrical systems, fire and life safety and all other parts of the buildings constituting a portion of the Property, shall be conveyed to Purchaser, and Purchaser shall accept same, in their “AS IS” “WHERE IS” condition on the Closing Dateclosing date, “WITH ALL FAULTS” and “SUBJECT TO ALL DEFECTS.” Purchaser acknowledges that Seller’s willingness to sell the Property to Purchaser at the Purchase Price has been induced, in part, by the agreement of Purchaser to purchase the Improvements and the Personal Property in such “AS IS” condition. Purchaser hereby acknowledges, represents and warrants that it is not in a disparate bargaining position with respect to Seller in connection with the transaction contemplated hereby, that Purchaser freely and fairly agreed to the waivers and conditions of this Section 5.4.3 5.2 as part of the negotiations of this Agreement, and Purchaser has been represented by adequate legal counsel in connection herewith and has conferred with such legal counsel concerning the waivers and other conditions of this SectionSection 5.2. 5.4.4 5.2.4 Without in any way limiting any provision of this SectionSection 5.2, Purchaser specifically acknowledges and agrees that, except with respect to the Express Representations and the obligations of Seller set forth in Section 6.1 hereof and any other provisions of this Agreement to the contrary7.1 hereof, Purchaser hereby waives, releases and discharges any claim it has, might have had or may have against Seller with respect to (a) the Disclaimed Matters, (b) the condition of the Property as of the Closing Date, (c) the past, present or future condition or compliance of the Property with regard to any environmental protection, pollution control or land use laws, rules, regulations, orders or requirements, including, without limitation, CERCLA (as hereinafter defined), or (d) any other state of facts that exists with respect to the Property. Notwithstanding the foregoing, nothing contained this Section 5.2.4 shall not limit any claim by Purchaser against Seller for Seller’s (i) breach of any of the Express Representations, or (ii) fraud, or (iii) failure to comply with Seller’s covenants set forth in this Section 5.4 shall be construed Agreement, subject to limit Purchaser’s right to implead Seller into any lawsuit the limitations set forth in which Purchaser has been named by a governmental entity or other third party as the result of the condition or compliance of the Property with regard to any environmental protection or pollution control laws, rules, regulations, orders or requirements during the period Seller owned the Real PropertySections 8 and 11 hereof.

As Is, Where Is. 5.4.1 5.2.1 Except as provided in the express representations and warranties of Seller set forth in Article 6 Sections 6.1 and 12 of this Agreement and in any other express provision in this Agreement to Seller’s Special Warranty Deed and the contraryXxxx of Sale (all as hereinafter defined) (collectively, and except for the warranty set forth in the Deed (the “Express Representations”), Seller does not, by the execution and delivery of this Agreement, and Seller shall not, by the execution and delivery of any document or instrument executed and delivered in connection with the Closing, make any representation or warranty, express or implied, of any kind or nature whatsoever, with respect to the Property, and all such warranties are hereby disclaimed. 5.4.2 5.2.2 Without limiting the generality of the foregoing, other than the Express Representations, Seller makes, and shall make, no express or implied warranty as to matters of title, zoning, acreage, tax consequences, physical or environmental condition (including, without limitation, laws, rules, regulations, orders and requirements pertaining to the use, handling, generation, treatment, storage or disposal of any toxic or hazardous waste or toxic, hazardous or regulated substance), valuation, governmental approvals, governmental regulations or any other matter or thing relating to or affecting the Property (collectively, the “Disclaimed Matters”). 5.4.3 5.2.3 Notwithstanding anything to the contrary set forth in this Agreement, but subject to the Express Representations and Seller’s obligations set forth in Section 7.1 of this Agreement, and subject to Article 10 hereof, the Property, including without limitation the roofs, all structural components, all heating, ventilating, air conditioning, mechanical, plumbing, and electrical systems, fire and life safety and all other parts of the buildings Improvements constituting a portion of the Property, shall be conveyed to Purchaser, and Purchaser shall accept same, in their “AS IS” “WHERE IS” condition on the Closing Date, “WITH ALL FAULTS” and “SUBJECT TO ALL DEFECTS.” Purchaser acknowledges that Seller’s willingness to sell the Property to Purchaser at the Purchase Price has been induced, in part, by the agreement of Purchaser to purchase the Improvements and the Personal Property in such “AS IS” condition. Purchaser hereby acknowledges, represents and warrants that it is not in a disparate bargaining position with respect to Seller in connection with the transaction contemplated hereby, that Purchaser freely and fairly agreed to the waivers and conditions of this Section 5.4.3 5.2 as part of the negotiations of this Agreement, and Purchaser has been represented by adequate legal counsel in connection herewith and has conferred with such legal counsel concerning the waivers and other conditions of this SectionSection 5.2. 5.4.4 5.2.4 Without in any way limiting any provision of this SectionSection 5.2, Purchaser specifically acknowledges and agrees that, except with respect to the Express Representations and the obligations of Seller set forth in Section 6.1 hereof and any other provisions 7.1 of this Agreement Agreement, and subject to the contraryArticle 10 hereof, Purchaser hereby waives, releases and discharges any claim it has, might have had or may have against Seller with respect to (ai) the Disclaimed Matters, (bii) the condition of the Property as of the Closing Date, (ciii) the past, present or future condition or compliance of the Property with regard to any environmental protection, pollution control or land use laws, rules, regulations, orders or requirements, including, without limitation, CERCLA (as hereinafter defined), or (div) any other state of facts that exists with respect to the Property. Notwithstanding the foregoingThe waiver, nothing contained release and discharge set forth in this Section 5.4 5.2.4 shall be construed to limit Purchaser’s right to implead Seller into survive the Closing or any lawsuit in which Purchaser has been named by a governmental entity or other third party as the result termination of the condition or compliance of the Property with regard to any environmental protection or pollution control laws, rules, regulations, orders or requirements during the period Seller owned the Real Propertythis Agreement.

As Is, Where Is. 5.4.1 Except as provided in Other than the express representations and warranties of Seller set forth expressly stated above in Article 6 14 and in any other express provision in this Agreement to the contrary, and except for the warranty Section 14.1 or set forth in the Deed documents to be delivered by Donor on the Closing Date (the “Express RepresentationsRepresentations and Warranties”), Seller does not, by the execution and delivery of this Agreement, and Seller shall not, by the execution and delivery Xxxxx makes no other or further representations and/or warranties of any document or instrument executed sort whatsoever. Except for the Express Representations and delivered in connection with ClosingWarranties, make any representation or warranty, express or implied, Donee is relying entirely on Donee’s own investigations and examinations as to the physical condition and every other aspect of any kind or nature whatsoever, with respect to the Property, and all such warranties are hereby disclaimed. 5.4.2 Without limiting including without limitation, the generality structural integrity of any improvements, the conformity of any improvements to any plans or specifications for the Property, conformity to past, current or future zoning or building code requirements, the real property tax assessment history of the foregoingProperty and the possibility and scope of future re-assessments thereof, the existence of soil instability, soil repairs, and any other than soil conditions, sufficiency of undershoring and drainage, the existence of any flood plains or flood hazards or similar conditions, every other matter affecting the stability or integrity of the Land or any improvements, the environmental condition of the Property and the income and expenses generated by the Property. Except for the Express RepresentationsRepresentations and Warranties, Seller makesDonee acknowledges that it has performed, and shall makeor during the Property Review Period will have the right to perform, no express the Inspections, that any information provided or implied warranty as made available or to matters of zoningbe provided or made available to Donee by Donor, acreageor its agents, tax consequencesbrokers, physical members, managers, partners, representatives, or environmental condition (others, including, without limitation, lawsthe Property Documents was provided or made available or will be provided or made available solely as a courtesy, rules, regulations, orders and requirements pertaining to that Donee has the use, handling, generation, treatment, storage sole responsibility for determining the existence or disposal nonexistence of any toxic or hazardous waste or toxic, hazardous or regulated substance), valuation, governmental approvals, governmental regulations or any other matter or thing relating fact material to or affecting Xxxxx’s decision to accept the Property. Xxxxx acknowledges that Donee is purchasing the Property (collectivelyon an “AS-IS, WHERE-IS” basis, except as specifically set forth in the “Disclaimed Matters”). 5.4.3 Notwithstanding anything Express Representations and Warranties, without any implied warranties, and Donee is completely at risk with respect to all attributes and conditions, latent or otherwise, of the contrary Property. Except for the Express Representations and Warranties, Donor does not warrant the Property to be free from defects and Donee expressly acknowledges the possibility of such defects, subject only to Donee’s ability to terminate this Agreement as expressly set forth in this Agreement, the Property, including without limitation the roofs, all structural components, all heating, ventilating, air conditioning, mechanical, plumbing, and electrical systems, fire and life safety and all other parts of the buildings constituting a portion of the Property, shall be conveyed to Purchaser, and Purchaser shall accept same, in their “AS IS” “WHERE IS” condition on the Closing Date, “WITH ALL FAULTS” and “SUBJECT TO ALL DEFECTS.” Purchaser acknowledges that Seller’s willingness to sell during the Property to Purchaser at the Purchase Price has been induced, Review Period as described above in part, by the agreement of Purchaser to purchase the Improvements and the Personal Property in such “AS IS” conditionSection 5.1. Purchaser hereby acknowledges, represents and warrants that it is not in a disparate bargaining position with respect to Seller in connection with the transaction contemplated hereby, that Purchaser freely and fairly agreed to the waivers and conditions of this Section 5.4.3 as part of the negotiations of By executing this Agreement, Donee hereby gives Donor, as a material inducement for Donor to enter into this Agreement, a full release of any and Purchaser has been represented by adequate legal counsel in connection herewith and has conferred with such legal counsel concerning the waivers and other conditions all claims or causes of this Section. 5.4.4 Without in any way limiting any provision of this Section, Purchaser specifically acknowledges and agrees that, except with respect to the Express Representations and the obligations of Seller set forth in Section 6.1 hereof and any other provisions of this Agreement to the contrary, Purchaser hereby waives, releases and discharges any claim it has, might have had or action Donee may have against Seller with respect to (a) now or in the Disclaimed Matters, (b) future based upon the condition of the Property as of the Closing Date, (c) the past, present or future condition or compliance of the Property with regard to any environmental protection, pollution control or land use laws, rules, regulations, orders or requirements, or (d) any and all other state of facts that exists with respect matters pertaining to the Property, except as expressly set forth in the Express Representations and Warranties. Notwithstanding the foregoingSuch release applies to claims or causes or action arising at common law, nothing contained under statute, or otherwise, whether sounding in contract or in tort, including, without limitation, claims or causes of action for misrepresentation or nondisclosure. The releases in this Section 5.4 14.2 shall be construed to limit Purchaser’s right to implead Seller into any lawsuit in which Purchaser has been named by a governmental entity or other third party as survive the result of the condition or compliance of the Property with regard to any environmental protection or pollution control laws, rules, regulations, orders or requirements during the period Seller owned the Real PropertyClosing and shall not lapse.

As Is, Where Is. 5.4.1 Except as provided in Tenant is familiar with each and every aspect of the express Facility, including the condition of the Land and all improvements thereon, and hereby accepts same on an AS IS/WHERE IS BASIS WITH ALL FAULTS and without reliance upon any representations and or warranties of Seller set forth in Article 6 and in any other express provision in this Agreement to the contrary, and except for the warranty set forth in the Deed (the “Express Representations”), Seller does not, by the execution and delivery of this Agreement, and Seller shall not, by the execution and delivery of any document or instrument executed and delivered in connection with Closing, make any representation or warranty, express or implied, Landlord of any kind or nature whatsoeverwhatsoever except as set out in Section 2.2 above, with respect to the Propertywhether express or implied, and subject to all such warranties are hereby disclaimed. 5.4.2 Without limiting the generality of the foregoing, other than the Express Representations, Seller makes, and shall make, no express or implied warranty as to matters of zoning, acreage, tax consequences, physical or environmental condition (every kind and description including, without limitation, laws, rules, regulations, orders and requirements pertaining to the use, handling, generation, treatment, storage or disposal of any toxic or hazardous waste or toxic, hazardous or regulated substance), valuation, governmental approvals, governmental regulations or any other matter or thing relating to or affecting the Property (collectively, the “Disclaimed Matters”). 5.4.3 Notwithstanding anything to the contrary set forth in this Agreement, the Property, including without limitation the roofs, all structural components, all heating, ventilating, air conditioning, mechanical, plumbing, and electrical systems, fire and life safety and all other parts of the buildings constituting a portion of the Property, shall be conveyed to Purchaser, and Purchaser shall accept same, in their “AS IS” “WHERE IS” condition on the Closing Date, “WITH ALL FAULTS” and “SUBJECT TO ALL DEFECTS.” Purchaser acknowledges that Seller’s willingness to sell the Property to Purchaser at the Purchase Price has been induced, in part, by the agreement of Purchaser to purchase the Improvements and the Personal Property in such “AS IS” condition. Purchaser hereby acknowledges, represents and warrants that it is not in a disparate bargaining position with respect to Seller in connection with the transaction contemplated hereby, that Purchaser freely and fairly agreed to the waivers and conditions of this Section 5.4.3 as part of the negotiations of this Agreement, and Purchaser has been represented by adequate legal counsel in connection herewith and has conferred with such legal counsel concerning the waivers and other conditions of this Section. 5.4.4 Without in any way limiting any provision of this Section, Purchaser specifically acknowledges and agrees that, except with respect to the Express Representations and the obligations of Seller set forth in Section 6.1 hereof and any other provisions of this Agreement to the contrary, Purchaser hereby waives, releases and discharges any claim it has, might have had or may have against Seller with respect to (a) the Disclaimed Mattersexisting state of title, including all covenants, conditions, restrictions, ground leases, easements, Legal Requirements, mortgages, fixture filings, security agreements, financing statements and other financing instruments and any and all other matters, including matters known to Tenant, all matters of record and other matters, and (b) matters which would be disclosed by an inspection of the Property or by an accurate survey of each parcel of the Land and (c) all other matters which should reasonably have been known to Tenant (but excluding any matters created or caused by any acts of Landlord). Except for matters arising by, through or under Landlord, Tenant waives any and all claims, demands and cause or causes of action heretofore or hereafter arising against Landlord with respect to the condition of the Property as or the ability of Tenant to conduct any business from the Closing DateFacility. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, LANDLORD MAKES NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTY AT THE FACILITY OR ANY PART THEREOF, EITHER AS TO ITS DESIGN, CONDITION, HABITABILITY, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR USE OR PURPOSE (cINCLUDING, WITHOUT LIMITATION, THE PERMITTED USES) the pastOR AS TO THE QUALITY THEREOF OR THE PRESENCE OR ABSENCE OF DEFECTS IN THE MATERIAL OR WORKMANSHIP THEREIN, present or future condition or compliance of the Property with regard to any environmental protectionLATENT OR PATENT. TENANT ACKNOWLEDGES AND AGREES THAT, pollution control or land use lawsAS OF THE COMMENCEMENT DATE , rules, regulations, orders or requirements, or (d) any other state of facts that exists with respect to the Property. Notwithstanding the foregoing, nothing contained in this Section 5.4 shall be construed to limit Purchaser’s right to implead Seller into any lawsuit in which Purchaser has been named by a governmental entity or other third party as the result of the condition or compliance of the Property with regard to any environmental protection or pollution control laws, rules, regulations, orders or requirements during the period Seller owned the Real PropertyTHE PROPERTY AT THE FACILITY SHALL BE 9 05191N:091419:828868:7:NASHVILLE CONCLUSIVELY DEEMED TO HAVE BEEN INSPECTED BY TENANT AND SHALL BE CONCLUSIVELY DEEMED TO BE SATISFACTORY TO IT IN ALL RESPECTS.