Common use of AS-IS, WHERE Clause in Contracts

AS-IS, WHERE. IS BUYER ACKNOWLEDGES AND AGREES THAT, EXCEPT AS EXPRESSLY SET FORTH IN ARTICLE VII OF THIS AGREEMENT AND THE CLOSING DOCUMENTS DELIVERED HEREUNDER, THE PROPERTY IS SOLD “AS-IS-WHERE-IS” AND NEITHER SELLER NOR ANY AGENT OR REPRESENTATIVE OF SELLER HAS MADE, NOR IS SELLER LIABLE FOR OR BOUND IN ANY MANNER BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, PROMISES, STATEMENTS, INDUCEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PROPERTY, THE PHYSICAL CONDITION, INCOME, EXPENSES OR OPERATION THEREOF, THE USES WHICH CAN BE MADE OF THE SAME OR ANY OTHER MATTER OR THING WITH RESPECT THERETO. WITHOUT LIMITING THE FOREGOING, BUYER ACKNOWLEDGES AND AGREES THAT, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND THE CLOSING DOCUMENTS DELIVERED HEREUNDER, SELLER IS NOT LIABLE FOR OR BOUND BY (AND BUYER HAS NOT RELIED UPON) ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS, FINANCIAL STATEMENTS PERTAINING TO THE OPERATION OF THE PROPERTY OR ANY OTHER INFORMATION RESPECTING THE PROPERTY FURNISHED BY SELLER OR ANY EMPLOYEE, AGENT, CONSULTANT OR OTHER PERSON REPRESENTING OR PURPORTEDLY REPRESENTING SELLER. BUYER ACKNOWLEDGES THAT TO THE EXTENT REQUIRED TO BE OPERATIVE, THE DISCLAIMERS OF REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS SECTION 12.07 ARE CONSPICUOUS DISCLAIMERS FOR PURPOSES OF ANY APPLICABLE LAW, RULE, REGULATION OR ORDER. AS PART OF BUYER’S AGREEMENT TO PURCHASE AND ACCEPT THE PROPERTY “AS-IS-WHERE-IS” AND NOT AS A LIMITATION ON SUCH AGREEMENT, BUYER HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVES AND RELEASES ANY AND ALL ACTUAL OR POTENTIAL RIGHTS BUYER MIGHT HAVE REGARDING ANY FORM OF WARRANTY, EXPRESS OR IMPLIED, OF ANY KIND OR TYPE, RELATING TO THE PROPERTY AND ANY INFORMATION RESPECTING THE PROPERTY. SUCH WAIVER AND RELEASE IS ABSOLUTE, UNCONDITIONAL, IRREVOCABLE, COMPLETE, TOTAL AND UNLIMITED IN ANY WAY. SUCH WAIVER AND RELEASE INCLUDES, BUT IS NOT LIMITED TO, A WAIVER AND RELEASE OF EXPRESS WARRANTIES, IMPLIED WARRANTIES, WARRANTIES OF FITNESS FOR A PARTICULAR USE, WARRANTIES OF MERCHANTABILITY, WARRANTIES OF HABITABILITY, STRICT LIABILITY RIGHTS AND CLAIMS OF EVERY KIND AND TYPE, INCLUDING, BUT NOT LIMITED TO, CLAIMS REGARDING DEFECTS WHICH WERE NOT OR ARE NOT DISCOVERABLE, PRODUCT LIABILITY CLAIMS, PRODUCT LIABILITY TYPE CLAIMS, ANY RIGHTS AND CLAIMS RELATING TO OR ATTRIBUTABLE TO ENVIRONMENTAL CONDITIONS, ALL OTHER EXTANT OR LATER CREATED OR CONCEIVED OF STRICT LIABILITY OR STRICT LIABILITY TYPE CLAIMS AND RIGHTS. This Section shall survive the Closing without limitation.

AS-IS, WHERE. Is LESSEE AGREES THAT AS BETWEEN LESSEE AND LESSOR IN ITS CAPACITY AS OWNER AND LESSOR OF THE AIRCRAFT, IT IS BUYER LEASING THE AIRCRAFT “AS IS, WHERE IS,” WITH ALL FAULTS ACCEPTED. LESSEE UNCONDITIONALLY AND IRREVOCABLY ACKNOWLEDGES AND AGREES THAT, EXCEPT AS EXPRESSLY SET FORTH IN ARTICLE VII OF THIS AGREEMENT AND THE CLOSING DOCUMENTS DELIVERED HEREUNDER, THE PROPERTY IS SOLD “AS-IS-WHERE-IS” AND THAT NEITHER SELLER LESSOR NOR ANY AGENT OF ITS OFFICERS, DIRECTORS, MANAGERS, EMPLOYEES OR REPRESENTATIVE OF SELLER HAS MADEREPRESENTATIVES HAVE MADE OR WILL BE DEEMED TO HAVE MADE ANY TERM, NOR IS SELLER LIABLE FOR CONDITION, REPRESENTATION, WARRANTY OR BOUND IN ANY MANNER BY, ANY COVENANT EXPRESS OR IMPLIED WARRANTIES(WHETHER STATUTORY OR OTHERWISE), GUARANTIESAND LESSEE HEREBY EXPRESSLY, PROMISESIRREVOCABLY AND UNCONDITIONALLY WAIVES ANY CLAIM IT MAY NOW OR HEREAFTER HAVE AGAINST LESSOR AND OR ANY LESSOR’S LENDER, STATEMENTSIN RESPECT OF OR RELATING TO (a) THE CAPACITY, INDUCEMENTSAGE, REPRESENTATIONS OR INFORMATION PERTAINING AIRWORTHINESS, VALUE, QUALITY, DURABILITY, CONFORMITY TO THE PROPERTYPROVISIONS OF THIS LEASE, DESCRIPTION, CONDITION (WHETHER OF THE PHYSICAL CONDITIONAIRCRAFT, INCOMEANY ENGINE, EXPENSES ANY PART THEREOF OR OPERATION THE AIRCRAFT DOCUMENTATION), DESIGN, WORKMANSHIP, MATERIALS, MANUFACTURE, CONSTRUCTION, OPERATION, DESCRIPTION, STATE, MERCHANTABILITY, PERFORMANCE, FITNESS FOR ANY PARTICULAR USE OR PURPOSE (INCLUDING THE ABILITY TO OPERATE OR REGISTER THE AIRCRAFT OR USE THE AIRCRAFT DOCUMENTATION IN ANY OR ALL JURISDICTIONS) OR SUITABILITY OF THE AIRCRAFT OR ANY PART THEREOF, OR THE USES WHICH CAN BE MADE ABSENCE OF LATENT OR OTHER DEFECTS, WHETHER OR NOT DISCOVERABLE, KNOWN OR UNKNOWN, APPARENT OR CONCEALED, EXTERIOR OR INTERIOR, (b) THE SAME ABSENCE OF ANY INFRINGEMENT OF ANY PATENT, TRADEMARK, COPYRIGHT OR OTHER INTELLECTUAL PROPERTY RIGHTS, (c) ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE OR (d) ANY OTHER MATTER REPRESENTATION OR THING WITH RESPECT THERETO. WITHOUT LIMITING THE FOREGOING, BUYER ACKNOWLEDGES AND AGREES THAT, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND THE CLOSING DOCUMENTS DELIVERED HEREUNDER, SELLER IS NOT LIABLE FOR OR BOUND BY (AND BUYER HAS NOT RELIED UPON) ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS, FINANCIAL STATEMENTS PERTAINING TO THE OPERATION OF THE PROPERTY OR ANY OTHER INFORMATION RESPECTING THE PROPERTY FURNISHED BY SELLER OR ANY EMPLOYEE, AGENT, CONSULTANT OR OTHER PERSON REPRESENTING OR PURPORTEDLY REPRESENTING SELLER. BUYER ACKNOWLEDGES THAT TO THE EXTENT REQUIRED TO BE OPERATIVE, THE DISCLAIMERS OF REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS SECTION 12.07 ARE CONSPICUOUS DISCLAIMERS FOR PURPOSES OF ANY APPLICABLE LAW, RULE, REGULATION OR ORDER. AS PART OF BUYER’S AGREEMENT TO PURCHASE AND ACCEPT THE PROPERTY “AS-IS-WHERE-IS” AND NOT AS A LIMITATION ON SUCH AGREEMENT, BUYER HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVES AND RELEASES ANY AND ALL ACTUAL OR POTENTIAL RIGHTS BUYER MIGHT HAVE REGARDING ANY FORM OF WARRANTY, EXPRESS OR IMPLIED, OF ANY KIND OR TYPE, RELATING WITH RESPECT TO THE PROPERTY AND AIRCRAFT OR ANY INFORMATION RESPECTING THE PROPERTY. SUCH WAIVER AND RELEASE IS ABSOLUTE, UNCONDITIONAL, IRREVOCABLE, COMPLETE, TOTAL AND UNLIMITED IN ANY WAY. SUCH WAIVER AND RELEASE INCLUDES, BUT IS NOT LIMITED TO, A WAIVER AND RELEASE OF EXPRESS WARRANTIES, IMPLIED WARRANTIES, WARRANTIES OF FITNESS FOR A PARTICULAR USE, WARRANTIES OF MERCHANTABILITY, WARRANTIES OF HABITABILITY, STRICT LIABILITY RIGHTS AND CLAIMS OF EVERY KIND AND TYPE, INCLUDING, BUT NOT LIMITED TO, CLAIMS REGARDING DEFECTS WHICH WERE NOT OR ARE NOT DISCOVERABLE, PRODUCT LIABILITY CLAIMS, PRODUCT LIABILITY TYPE CLAIMS, ANY RIGHTS AND CLAIMS RELATING TO OR ATTRIBUTABLE TO ENVIRONMENTAL CONDITIONSPART THEREOF, ALL OTHER EXTANT OR LATER CREATED OR CONCEIVED OF STRICT LIABILITY OR STRICT LIABILITY TYPE CLAIMS WHICH ARE HEREBY EXPRESSLY EXCLUDED AND RIGHTS. This Section shall survive the Closing without limitationEXTINGUISHED.

AS-IS, WHERE. IS BUYER ACKNOWLEDGES AND AGREES THATIs, With All Faults Sale. (a) EXCEPT AS OTHERWISE EXPRESSLY SET FORTH PROVIDED IN ARTICLE VII OF THIS AGREEMENT OR ANY DOCUMENTS TO BE EXECUTED AND DELIVERED BY SELLER AT THE CLOSING DOCUMENTS DELIVERED HEREUNDERCLOSING, SELLER DISCLAIMS THE MAKING OF ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE PROPERTY OR MATTERS AFFECTING THE PROPERTY, WHETHER MADE BY SELLER, ON ITS BEHALF OR OTHERWISE INCLUDING, WITHOUT LIMITATION, THE PHYSICAL CONDITION OF THE PROPERTY, TITLE TO OR THE BOUNDARIES OF THE REAL PROPERTY, PEST CONTROL MATTERS, SOIL CONDITIONS, THE PRESENCE, EXISTENCE OR ABSENCE OF HAZARDOUS WASTES, TOXIC SUBSTANCES OR OTHER ENVIRONMENTAL MATTERS, COMPLIANCE WITH BUILDING, HEALTH, SAFETY, LAND USE AND ZONING LAWS, REGULATIONS AND ORDERS, STRUCTURAL AND OTHER ENGINEERING CHARACTERISTICS, TRAFFIC PATTERNS, MARKET DATA, ECONOMIC CONDITIONS OR PROJECTIONS, THE FITNESS OF THE PROPERTY IS SOLD “AS-IS-WHERE-IS” FOR USE AS A HOTEL, THE FINANCIAL PERFORMANCE OR POTENTIAL OF THE PROPERTY AND NEITHER SELLER NOR ANY AGENT OR REPRESENTATIVE OF SELLER HAS MADE, NOR IS SELLER LIABLE FOR OR BOUND IN ANY MANNER BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, PROMISES, STATEMENTS, INDUCEMENTS, REPRESENTATIONS OR OTHER INFORMATION PERTAINING TO THE PROPERTYPROPERTY OR THE MARKET AND PHYSICAL ENVIRONMENTS IN WHICH THEY ARE LOCATED. BUYER ACKNOWLEDGES (I) THAT BUYER HAS ENTERED INTO THIS AGREEMENT WITH THE INTENTION OF MAKING AND RELYING UPON ITS OWN INVESTIGATION OR THAT OF THIRD PARTIES WITH RESPECT TO THE PHYSICAL, THE PHYSICAL CONDITIONENVIRONMENTAL, INCOMEFINANCIAL, EXPENSES OR OPERATION THEREOF, THE USES WHICH CAN BE MADE ECONOMIC AND LEGAL CONDITION OF THE SAME PROPERTY; AND (II) THAT BUYER IS NOT RELYING UPON ANY STATEMENTS, REPRESENTATIONS OR WARRANTIES OF ANY KIND, OTHER MATTER OR THING WITH RESPECT THERETO. WITHOUT LIMITING THE FOREGOING, BUYER ACKNOWLEDGES AND AGREES THAT, EXCEPT AS EXPRESSLY THAN THOSE SPECIFICALLY SET FORTH IN THIS AGREEMENT OR IN ANY DOCUMENT TO BE EXECUTED AND DELIVERED TO BUYER AT THE CLOSING DOCUMENTS DELIVERED HEREUNDERCLOSING, SELLER IS NOT LIABLE FOR OR BOUND MADE BY (AND BUYER HAS NOT RELIED UPON) ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS, FINANCIAL STATEMENTS PERTAINING TO THE OPERATION OF THE PROPERTY OR ANY OTHER INFORMATION RESPECTING THE PROPERTY FURNISHED BY SELLER OR ANY EMPLOYEE, AGENT, CONSULTANT OR OTHER PERSON REPRESENTING OR PURPORTEDLY REPRESENTING SELLER. BUYER FURTHER ACKNOWLEDGES THAT IT HAS NOT RECEIVED FROM OR ON BEHALF OF SELLER ANY ACCOUNTING, TAX, LEGAL, ARCHITECTURAL, ENGINEERING, PROPERTY MANAGEMENT OR OTHER ADVICE WITH RESPECT TO THIS TRANSACTION AND IS RELYING SOLELY UPON THE ADVICE OF THIRD PARTY ACCOUNTING, TAX, LEGAL, ARCHITECTURAL, ENGINEERING, PROPERTY MANAGEMENT AND OTHER ADVISORS. SUBJECT TO THE EXTENT REQUIRED TO BE OPERATIVE, THE DISCLAIMERS PROVISIONS OF REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS SECTION 12.07 ARE CONSPICUOUS DISCLAIMERS FOR PURPOSES OF ANY APPLICABLE LAW, RULE, REGULATION OR ORDER. AS PART OF BUYER’S AGREEMENT TO PURCHASE AND ACCEPT THE PROPERTY “AS-IS-WHERE-IS” AND NOT AS A LIMITATION ON SUCH AGREEMENT, BUYER HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVES AND RELEASES ANY AND ALL ACTUAL OR POTENTIAL RIGHTS BUYER MIGHT HAVE REGARDING ANY FORM OF WARRANTY, EXPRESS OR IMPLIED, OF ANY KIND OR TYPE, RELATING TO SHALL PURCHASE THE PROPERTY AND ANY INFORMATION RESPECTING IN THEIR "AS IS" CONDITION ON THE PROPERTY. SUCH WAIVER AND RELEASE IS ABSOLUTE, UNCONDITIONAL, IRREVOCABLE, COMPLETE, TOTAL AND UNLIMITED IN ANY WAY. SUCH WAIVER AND RELEASE INCLUDES, BUT IS NOT LIMITED TO, A WAIVER AND RELEASE OF EXPRESS WARRANTIES, IMPLIED WARRANTIES, WARRANTIES OF FITNESS FOR A PARTICULAR USE, WARRANTIES OF MERCHANTABILITY, WARRANTIES OF HABITABILITY, STRICT LIABILITY RIGHTS AND CLAIMS OF EVERY KIND AND TYPE, INCLUDING, BUT NOT LIMITED TO, CLAIMS REGARDING DEFECTS WHICH WERE NOT OR ARE NOT DISCOVERABLE, PRODUCT LIABILITY CLAIMS, PRODUCT LIABILITY TYPE CLAIMS, ANY RIGHTS AND CLAIMS RELATING TO OR ATTRIBUTABLE TO ENVIRONMENTAL CONDITIONS, ALL OTHER EXTANT OR LATER CREATED OR CONCEIVED OF STRICT LIABILITY OR STRICT LIABILITY TYPE CLAIMS AND RIGHTS. This Section shall survive the Closing without limitationCLOSING DATE.

AS-IS, WHERE. IS BUYER ACKNOWLEDGES AND AGREES THAT, IS. EXCEPT AS EXPRESSLY SET FORTH IN ARTICLE VII SECTION 7.01, PURCHASER ACKNOWLEDGES THAT IT HAS INDEPENDENTLY INSPECTED AND INVESTIGATED ALL ASPECTS OF THE PROPERTY, THAT IT HAS MADE AND ENTERED INTO THIS AGREEMENT AND WILL CLOSE ANY ACQUISITION OF LOTS BASED UPON SUCH INSPECTION AND INVESTIGATION AND ITS OWN EXAMINATION OF THE CLOSING DOCUMENTS DELIVERED HEREUNDERCONDITION OF THE PROPERTY, AND THAT THE PROPERTY IS SOLD “AS-IS-WHERE-IS” AND NEITHER SATISFACTORY FOR PURCHASER'S INTENDED USE THEREOF. SELLER NOR ANY AGENT IS HEREBY RELEASED FROM ALL RESPONSIBILITY REGARDING THE VALUATION OR REPRESENTATIVE CONDITION OF SELLER HAS MADE, NOR IS SELLER LIABLE FOR OR BOUND IN ANY MANNER BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, PROMISES, STATEMENTS, INDUCEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PROPERTY, AND PURCHASER IS PURCHASING THE PHYSICAL CONDITIONPROPERTY ON AN "AS IS" AND "WHERE IS" BASIS, INCOME, EXPENSES OR OPERATION THEREOF, SUBJECT ONLY TO THE USES WHICH CAN BE MADE OF THE SAME OR ANY OTHER MATTER OR THING WITH RESPECT THERETO. WITHOUT LIMITING THE FOREGOING, BUYER ACKNOWLEDGES SPECIFIC WARRANTIES AND AGREES THAT, EXCEPT AS EXPRESSLY TERMS SET FORTH IN THIS AGREEMENT AND THE CLOSING DOCUMENTS DELIVERED HEREUNDER, AGREEMENT;‌ PURCHASER ACKNOWLEDGES THAT NO PERSON ACTING ON BEHALF OF SELLER IS NOT LIABLE FOR OR BOUND BY (AUTHORIZED TO MAKE, AND BUYER HAS NOT RELIED UPON) ANY VERBAL OR WRITTEN STATEMENTSUPON EXECUTION HEREOF, REPRESENTATIONS, FINANCIAL STATEMENTS PERTAINING TO THE OPERATION OF THE PROPERTY OR ANY OTHER INFORMATION RESPECTING THE PROPERTY FURNISHED BY SELLER OR ANY EMPLOYEE, AGENT, CONSULTANT OR OTHER PERSON REPRESENTING OR PURPORTEDLY REPRESENTING SELLER. BUYER PURCHASER ACKNOWLEDGES THAT TO THE EXTENT REQUIRED TO BE OPERATIVENO PERSON HAS MADE, THE DISCLAIMERS OF REPRESENTATIONS ANY REPRESENTATION, WARRANTY, GUARANTY OR PROMISE, WHETHER ORAL OR WRITTEN, EXCEPT AS SET FORTH IN THIS AGREEMENT, AND WARRANTIES ANY STATEMENT, AGREEMENT, REPRESENTATION OR PROMISE MADE BY ANY SUCH PERSON WHICH IS NOT CONTAINED IN THIS SECTION 12.07 ARE CONSPICUOUS DISCLAIMERS FOR PURPOSES AGREEMENT SHALL NOT BE VALID OR BINDING UPON SELLER; THE ONLY REPRESENTATIONS OR WARRANTIES OUTSTANDING WITH RESPECT TO THE SUBJECT MATTER OF ANY APPLICABLE LAWTHIS TRANSACTION, RULE, REGULATION OR ORDER. AS PART OF BUYER’S AGREEMENT TO PURCHASE AND ACCEPT THE PROPERTY “AS-IS-WHERE-IS” AND NOT AS A LIMITATION ON SUCH AGREEMENT, BUYER HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVES AND RELEASES ANY AND ALL ACTUAL OR POTENTIAL RIGHTS BUYER MIGHT HAVE REGARDING ANY FORM OF WARRANTY, EXPRESS EITHER EXPRESSED OR IMPLIED, OF ANY KIND OR TYPE, RELATING TO THE PROPERTY AND ANY INFORMATION RESPECTING THE PROPERTY. SUCH WAIVER AND RELEASE IS ABSOLUTE, UNCONDITIONAL, IRREVOCABLE, COMPLETE, TOTAL AND UNLIMITED ARE SET FORTH IN ANY WAY. SUCH WAIVER AND RELEASE INCLUDES, BUT IS NOT LIMITED TO, A WAIVER AND RELEASE OF EXPRESS WARRANTIES, IMPLIED WARRANTIES, WARRANTIES OF FITNESS FOR A PARTICULAR USE, WARRANTIES OF MERCHANTABILITY, WARRANTIES OF HABITABILITY, STRICT LIABILITY RIGHTS AND CLAIMS OF EVERY KIND AND TYPE, INCLUDING, BUT NOT LIMITED TO, CLAIMS REGARDING DEFECTS WHICH WERE NOT OR ARE NOT DISCOVERABLE, PRODUCT LIABILITY CLAIMS, PRODUCT LIABILITY TYPE CLAIMS, ANY RIGHTS AND CLAIMS RELATING TO OR ATTRIBUTABLE TO ENVIRONMENTAL CONDITIONS, ALL OTHER EXTANT OR LATER CREATED OR CONCEIVED OF STRICT LIABILITY OR STRICT LIABILITY TYPE CLAIMS AND RIGHTS. This Section shall survive the Closing without limitationTHIS AGREEMENT.

AS-IS, WHERE. IS BUYER ACKNOWLEDGES AND AGREES THATIs, With All Faults Sale. (a) EXCEPT AS OTHERWISE EXPRESSLY SET FORTH PROVIDED IN ARTICLE VII OF THIS AGREEMENT OR ANY DOCUMENTS TO BE EXECUTED AND DELIVERED BY SELLER AT THE CLOSING DOCUMENTS DELIVERED HEREUNDERCLOSING, SELLER DISCLAIMS THE MAKING OF ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE PROPERTY OR MATTERS AFFECTING THE PROPERTY, WHETHER MADE BY SELLER, ON ITS BEHALF OR OTHERWISE INCLUDING, WITHOUT LIMITATION, THE PHYSICAL CONDITION OF THE PROPERTY, TITLE TO OR THE BOUNDARIES OF THE REAL PROPERTY, PEST CONTROL MATTERS, SOIL CONDITIONS, THE PRESENCE, EXISTENCE OR ABSENCE OF HAZARDOUS WASTES, TOXIC SUBSTANCES OR OTHER ENVIRONMENTAL MATTERS, COMPLIANCE WITH BUILDING, HEALTH, SAFETY, LAND USE AND ZONING LAWS, REGULATIONS AND ORDERS, STRUCTURAL AND OTHER ENGINEERING CHARACTERISTICS, TRAFFIC PATTERNS, MARKET DATA, ECONOMIC CONDITIONS OR PROJECTIONS, THE FITNESS OF THE PROPERTY IS SOLD “AS-IS-WHERE-IS” FOR USE AS A HOTEL, THE FINANCIAL PERFORMANCE OR POTENTIAL OF THE PROPERTY AND NEITHER SELLER NOR ANY AGENT OR REPRESENTATIVE OF SELLER HAS MADE, NOR IS SELLER LIABLE FOR OR BOUND IN ANY MANNER BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, PROMISES, STATEMENTS, INDUCEMENTS, REPRESENTATIONS OR OTHER INFORMATION PERTAINING TO THE PROPERTYPROPERTY OR THE MARKET AND PHYSICAL ENVIRONMENTS IN WHICH THEY ARE LOCATED. BUYER ACKNOWLEDGES (I) THAT BUYER HAS ENTERED INTO THIS AGREEMENT WITH THE INTENTION OF MAKING AND RELYING UPON ITS OWN INVESTIGATION OR THAT OF THIRD PARTIES WITH RESPECT TO THE PHYSICAL, THE PHYSICAL CONDITIONENVIRONMENTAL, INCOMEFINANCIAL, EXPENSES OR OPERATION THEREOF, THE USES WHICH CAN BE MADE ECONOMIC AND LEGAL CONDITION OF THE SAME PROPERTIES; AND (II) THAT BUYER IS NOT RELYING UPON ANY STATEMENTS, REPRESENTATIONS OR WARRANTIES OF ANY KIND, OTHER MATTER OR THING WITH RESPECT THERETO. WITHOUT LIMITING THE FOREGOING, BUYER ACKNOWLEDGES AND AGREES THAT, EXCEPT AS EXPRESSLY THAN THOSE SPECIFICALLY SET FORTH IN THIS AGREEMENT OR IN ANY DOCUMENT TO BE EXECUTED AND DELIVERED TO BUYER AT THE CLOSING DOCUMENTS DELIVERED HEREUNDERCLOSING, SELLER IS NOT LIABLE FOR OR BOUND MADE BY (AND BUYER HAS NOT RELIED UPON) ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS, FINANCIAL STATEMENTS PERTAINING TO THE OPERATION OF THE PROPERTY OR ANY OTHER INFORMATION RESPECTING THE PROPERTY FURNISHED BY SELLER OR ANY EMPLOYEE, AGENT, CONSULTANT OR OTHER PERSON REPRESENTING OR PURPORTEDLY REPRESENTING SELLER. BUYER FURTHER ACKNOWLEDGES THAT IT HAS NOT RECEIVED FROM OR ON BEHALF OF SELLER ANY ACCOUNTING, TAX, LEGAL, ARCHITECTURAL, ENGINEERING, PROPERTY MANAGEMENT OR OTHER ADVICE WITH RESPECT TO THIS TRANSACTION AND IS RELYING SOLELY UPON THE ADVICE OF THIRD PARTY ACCOUNTING, TAX, LEGAL, ARCHITECTURAL, ENGINEERING, PROPERTY MANAGEMENT AND OTHER ADVISORS. SUBJECT TO THE EXTENT REQUIRED TO BE OPERATIVE, THE DISCLAIMERS PROVISIONS OF REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS SECTION 12.07 ARE CONSPICUOUS DISCLAIMERS FOR PURPOSES OF ANY APPLICABLE LAW, RULE, REGULATION OR ORDER. AS PART OF BUYER’S AGREEMENT TO PURCHASE AND ACCEPT THE PROPERTY “AS-IS-WHERE-IS” AND NOT AS A LIMITATION ON SUCH AGREEMENT, BUYER HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVES AND RELEASES ANY AND ALL ACTUAL OR POTENTIAL RIGHTS BUYER MIGHT HAVE REGARDING ANY FORM OF WARRANTY, EXPRESS OR IMPLIED, OF ANY KIND OR TYPE, RELATING TO SHALL PURCHASE THE PROPERTY AND ANY INFORMATION RESPECTING IN THEIR "AS IS" CONDITION ON THE PROPERTY. SUCH WAIVER AND RELEASE IS ABSOLUTE, UNCONDITIONAL, IRREVOCABLE, COMPLETE, TOTAL AND UNLIMITED IN ANY WAY. SUCH WAIVER AND RELEASE INCLUDES, BUT IS NOT LIMITED TO, A WAIVER AND RELEASE OF EXPRESS WARRANTIES, IMPLIED WARRANTIES, WARRANTIES OF FITNESS FOR A PARTICULAR USE, WARRANTIES OF MERCHANTABILITY, WARRANTIES OF HABITABILITY, STRICT LIABILITY RIGHTS AND CLAIMS OF EVERY KIND AND TYPE, INCLUDING, BUT NOT LIMITED TO, CLAIMS REGARDING DEFECTS WHICH WERE NOT OR ARE NOT DISCOVERABLE, PRODUCT LIABILITY CLAIMS, PRODUCT LIABILITY TYPE CLAIMS, ANY RIGHTS AND CLAIMS RELATING TO OR ATTRIBUTABLE TO ENVIRONMENTAL CONDITIONS, ALL OTHER EXTANT OR LATER CREATED OR CONCEIVED OF STRICT LIABILITY OR STRICT LIABILITY TYPE CLAIMS AND RIGHTS. This Section shall survive the Closing without limitationCLOSING DATE.

AS-IS, WHERE. IS BUYER ACKNOWLEDGES AND AGREES THAT, IS. EXCEPT AS EXPRESSLY SET FORTH IN ARTICLE VII OF THIS AGREEMENT THE SELLERS’ REPRESENTATIONS AND THE CLOSING DOCUMENTS DELIVERED HEREUNDERWARRANTIES SET FORTH IN SECTION 11, THE PROPERTY SALE OF EACH OF THE PROPERTIES HEREUNDER IS SOLD AND WILL BE MADE ON AN “AS-AS IS-WHERE-, WHERE IS” BASIS AND NEITHER SELLER NOR ANY AGENT SHALL BE WITHOUT WARRANTY OF INCOME POTENTIAL, FUTURE OPERATING EXPENSES, USES, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR REPRESENTATIVE OF SELLER HAS CONDITION. SELLERS HAVE NOT MADE, NOR IS SELLER LIABLE FOR DO NOT MAKE AND SPECIFICALLY NEGATE AND DISCLAIM ANY REPRESENTATIONS, WARRANTIES OR BOUND IN GUARANTIES OF ANY MANNER BYKIND OR CHARACTER WHATSOEVER, ANY WHETHER EXPRESS OR IMPLIED WARRANTIESIMPLIED, GUARANTIESORAL OR WRITTEN, PROMISESPAST, STATEMENTSPRESENT OR FUTURE OF, INDUCEMENTSAS TO, REPRESENTATIONS CONCERNING OR INFORMATION PERTAINING WITH RESPECT TO THE PROPERTY, THE PHYSICAL CONDITION, INCOME, EXPENSES OR OPERATION THEREOF, THE USES WHICH CAN BE MADE OF THE SAME PROPERTIES OR ANY OTHER MATTER OR THING WITH RESPECT THERETO. WITHOUT LIMITING THE FOREGOING, BUYER ACKNOWLEDGES AND AGREES THATWHATSOEVER, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND EACH CASE FOR THE CLOSING DOCUMENTS DELIVERED HEREUNDER, SELLER IS NOT LIABLE FOR OR BOUND BY (AND BUYER HAS NOT RELIED UPON) ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS, FINANCIAL STATEMENTS PERTAINING TO THE OPERATION OF THE PROPERTY OR ANY OTHER INFORMATION RESPECTING THE PROPERTY FURNISHED BY SELLER OR ANY EMPLOYEE, AGENT, CONSULTANT OR OTHER PERSON REPRESENTING OR PURPORTEDLY REPRESENTING SELLER. BUYER ACKNOWLEDGES THAT TO THE EXTENT REQUIRED TO BE OPERATIVE, THE DISCLAIMERS OF REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS SECTION 12.07 ARE CONSPICUOUS DISCLAIMERS FOR PURPOSES AGREEMENT. BUYER SPECIFICALLY ACKNOWLEDGES THAT, EXCEPT AS EXPRESSLY PROVIDED HEREIN, BUYER IS NOT RELYING ON ANY REPRESENTATIONS OR WARRANTIES OF ANY APPLICABLE LAW, RULE, REGULATION OR ORDER. AS PART OF BUYER’S AGREEMENT TO PURCHASE AND ACCEPT THE PROPERTY “AS-IS-WHERE-IS” AND NOT AS A LIMITATION ON SUCH AGREEMENT, BUYER HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVES AND RELEASES ANY AND ALL ACTUAL OR POTENTIAL RIGHTS BUYER MIGHT HAVE REGARDING ANY FORM OF WARRANTYKIND WHATSOEVER, EXPRESS OR IMPLIED, FROM ANY SELLER OR ANY REPRESENTATIVE OR AGENT OF ANY KIND SELLER OR TYPEANY MSL PARTY AS TO ANY MATTER CONCERNING ANY PROPERTY, RELATING TO INCLUDING WITHOUT LIMITATION: (1) THE CONDITION OR SAFETY OF SUCH PROPERTY AND ANY INFORMATION RESPECTING THE PROPERTY. SUCH WAIVER AND RELEASE IS ABSOLUTE, UNCONDITIONAL, IRREVOCABLE, COMPLETE, TOTAL AND UNLIMITED IN ANY WAY. SUCH WAIVER AND RELEASE INCLUDES, BUT IS NOT LIMITED TO, A WAIVER AND RELEASE OF EXPRESS WARRANTIES, IMPLIED WARRANTIES, WARRANTIES OF FITNESS (FOR A PARTICULAR USE, WARRANTIES OF MERCHANTABILITY, WARRANTIES OF HABITABILITY, STRICT LIABILITY RIGHTS AND CLAIMS OF EVERY KIND AND TYPEOPERATION OR INSPECTION), INCLUDING, BUT NOT LIMITED TO, CLAIMS REGARDING DEFECTS WHICH WERE NOT PLUMBING, SEWER, 31 The Wellington, Salt Lake City, Utah Xxxxxxxxxx Xxxxx, Xxxx Xxxx Xxxx, Xxxx The Charleston Cedar Hills, Utah HEATING AND ELECTRICAL SYSTEMS, ROOFING, AIR CONDITIONING, AND FOUNDATIONS; (2) THE CONDITION OF THE SOILS AND GEOLOGY, INCLUDING THE EXISTENCE OR ARE NOT DISCOVERABLE, PRODUCT LIABILITY CLAIMS, PRODUCT LIABILITY TYPE CLAIMS, ANY RIGHTS NONEXISTENCE OF HAZARDOUS MATERIALS AND CLAIMS COMPLIANCE WITH LAWS RELATING TO HAZARDOUS MATERIALS; (3) WHETHER THE IMPROVEMENTS OR ATTRIBUTABLE PERSONAL PROPERTY ARE IN WORKING ORDER; (4) THE CONDITION, HABITABILITY OR SUITABILITY FOR OCCUPANCY OF ANY STRUCTURE AND THE QUALITY OF ITS CONSTRUCTION; (5) THE FITNESS OR MERCHANTABILITY OF ANY PERSONAL PROPERTY; (6) WHETHER THE IMPROVEMENTS ARE STRUCTURALLY SOUND, IN GOOD CONDITION, OR IN COMPLIANCE WITH APPLICABLE CITY, COUNTY, STATE OR FEDERAL STATUTES, CODES OR ORDINANCES; (7) THE FUTURE STATUS OF THE RESIDENT AGREEMENTS, LEASES OR OPERATING AGREEMENTS; OR (8) WHETHER SUCH PROPERTY COMPLIES WITH ANY DISABILITY OR HANDICAP ACTS, LAWS, RULES, REGULATIONS OR GUIDELINES. ANY REPORTS, REPAIRS OR WORK REQUIRED BY BUYER ARE TO ENVIRONMENTAL CONDITIONSBE THE SOLE RESPONSIBILITY OF BUYER AND BUYER AGREES THAT THERE IS NO OBLIGATION ON THE PART OF ANY SELLER TO MAKE ANY CHANGES, ALL OTHER EXTANT ALTERATIONS OR LATER CREATED OR CONCEIVED OF STRICT LIABILITY OR STRICT LIABILITY TYPE CLAIMS AND RIGHTS. This Section shall survive the Closing without limitationREPAIRS TO ANY PROPERTY.