Common use of DISCLAIMER AND INDEMNITY Clause in Contracts

DISCLAIMER AND INDEMNITY. 7.1. THE AIRCRAFT IS BEING SOLD HEREUNDER ON A COMPLETELY “AS IS” AND “WHERE IS” BASIS. SELLER’S EXPRESS WARRANTIES AND REPRESENTATIONS SET FORTH IN THIS AGREEMENT AND IN THE XXXX OR SALE ARE EXCLUSIVE AND IN LIEU OF ALL OTHER REPRESENTATIONS OR WARRANTIES WHATSOEVER BY SELLER, EXPRESS OR IMPLIED OR ARISING BY OPERATION OF LAW OR IN EQUITY, AND SELLER HAS NOT MADE, AND BUYER HEREBY WAIVES, RELEASES, DISCLAIMS, AND RENOUNCES ALL EXPECTATION OF OR RELIANCE UPON, ANY SUCH REPRESENTATIONS OR WARRANTIES WHATSOEVER, WITH RESPECT TO THE AIRCRAFT OR ANY PART THEREOF, INCLUDING, WITHOUT LIMITATION, AS TO THE AIRWORTHINESS, VALUE, CONDITION, DESIGN, MERCHANTABILITY OR FITNESS FOR USE FOR A PARTICULAR PURPOSE OF THE AIRCRAFT, ANY OTHER REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED (INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR USE FOR ANY PARTICULAR PURPOSE OR ANY IMPLIED WARRANTY ARISING FROM A COURSE OF PERFORMANCE OR DEALING OR USAGE OF TRADE). BUYER HEREBY WAIVES ANY AND ALL RIGHTS, CLAIMS, AND REMEDIES OF BUYER AGAINST SELLER, EXPRESS OR IMPLIED OR ARISING BY OPERATION OF LAW, IN EQUITY OR OTHERWISE, ARISING FROM ANY SUCH REPRESENTATION OR WARRANTY OR FOR ANY LIABILITY, CLAIM, OR REMEDY FOR LOSS OF OR DAMAGE TO THE AIRCRAFT, FOR LOSS OF USE, REVENUE, OR PROFIT WITH RESPECT TO THE AIRCRAFT, OR FOR ANY OTHER DIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES WHATSOEVER; PROVIDED THAT NOTHING HEREIN SHALL BE DEEMED A WAIVER OR APPLY TO EXCLUDE ANY CLAIM BY BUYER FOR DEATH OR PERSONAL INJURY CAUSED BY SELLER’S NEGLIGENCE TO THE EXTENT THAT SUCH WAIVER OR EXCLUSION IS PROHIBITED BY STATUTE.

DISCLAIMER AND INDEMNITY. 7.1. THE AIRCRAFT IS BEING SOLD HEREUNDER ON A COMPLETELY PROPERTY SHALL BE CONVEYED AND TRANSFERRED TO PURCHASER “AS IS” , WHERE IS AND “WHERE IS” BASISWITH ALL FAULTS”. SELLER’S EXPRESS EXCEPT FOR THE REPRESENTATIONS, WARRANTIES AND REPRESENTATIONS COVENANTS OF SELLER SET FORTH IN ARTICLE V OF THIS AGREEMENT AND IN THE XXXX AGREEMENT, SELLER DOES NOT WARRANT OR SALE ARE EXCLUSIVE AND IN LIEU OF ALL OTHER REPRESENTATIONS OR WARRANTIES WHATSOEVER BY SELLERMAKE ANY REPRESENTATIONS, EXPRESS OR IMPLIED OR ARISING BY OPERATION OF LAW OR IN EQUITY, AND SELLER HAS NOT MADE, AND BUYER HEREBY WAIVES, RELEASES, DISCLAIMS, AND RENOUNCES ALL EXPECTATION OF OR RELIANCE UPON, ANY SUCH REPRESENTATIONS OR WARRANTIES WHATSOEVER, WITH RESPECT TO THE AIRCRAFT OR ANY PART THEREOF, INCLUDING, WITHOUT LIMITATIONIMPLIED, AS TO THE AIRWORTHINESSFITNESS FOR A PARTICULAR PURPOSE, VALUE, CONDITIONMERCHANTABILITY, DESIGN, MERCHANTABILITY QUANTITY, QUALITY, LAYOUT, FOOTAGE, PHYSICAL CONDITION, PERATION, COMPLIANCE WITH SPECIFICATIONS, ABSENCE OR FITNESS FOR USE FOR A PARTICULAR PURPOSE OF THE AIRCRAFT, ANY OTHER REPRESENTATION LATENT DEFECTS OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED COMPLIANCE WITH LAWS AND REGULATIONS (INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR USE FOR ANY PARTICULAR PURPOSE THOSE RELATING TO HEALTH, SAFETY AND THE ENVIRONMENT) OR ANY IMPLIED WARRANTY ARISING FROM A COURSE OTHER MATTER AFFECTING THE PROPERTY AND SELLER SHALL BE UNDER NO OBLIGATION WHATSOEVER TO UNDERTAKE ANY REPAIRS, ALTERATIONS OR OTHER WORK OF PERFORMANCE OR DEALING OR USAGE OF TRADE). BUYER HEREBY WAIVES ANY AND ALL RIGHTS, CLAIMS, AND REMEDIES OF BUYER AGAINST SELLER, EXPRESS OR IMPLIED OR ARISING BY OPERATION OF LAW, IN EQUITY OR OTHERWISE, ARISING FROM ANY SUCH REPRESENTATION OR WARRANTY OR FOR ANY LIABILITY, CLAIM, OR REMEDY FOR LOSS OF OR DAMAGE TO THE AIRCRAFT, FOR LOSS OF USE, REVENUE, OR PROFIT KIND WITH RESPECT TO ANY PORTION OF THE AIRCRAFTPROPERTY. FURTHER, PURCHASER SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS SELLER AND SELLER’S REPRESENTATIVES FROM AND AGAINST ANY CLAIMS OR CAUSES OF ACTION ARISING OUT OF THE CONDITION OF THE PROPERTY BROUGHT BY ANY OF PURCHASER’S SUCCESSORS OR ASSIGNS, OR FOR ANY OTHER DIRECTTHIRD PARTY, INCIDENTAL, AGAINST SELLER OR CONSEQUENTIAL DAMAGES WHATSOEVER; PROVIDED THAT NOTHING HEREIN SHALL BE DEEMED A WAIVER OR APPLY TO EXCLUDE ANY CLAIM BY BUYER FOR DEATH OR PERSONAL INJURY CAUSED BY SELLER’S NEGLIGENCE REPRESENTATIVES. INFORMATION PROVIDED OR TO BE PROVIDED BY SELLER IN RESPECT OF THE PROPERTY WAS OBTAINED FROM A VARIETY OF SOURCES. SELLER HAS NOT MADE AN INDEPENDENT INVESTIGATION OF SUCH INFORMATION AND MAKES NO REPRESENTATIONS AS TO THE EXTENT ASSURACY OR COMPLETENESS THEREOF. PURCHASER HEREBY ASSUMES ALL RISK AND LIABILITY RESULTING FROM THE OWNERSHIP, USE, CONDITION, LOCATION, MAINTENANCE, REPAIR OR OPERATION OF THE PROPERTY, WHICH PURCHASER WILL INSPECT AND ACCEPT “AS IS”. IN THIS REGARD, PURCHASER ACKNOWLEDGES THAT (a) PURCHASER HAS NOT ENTERED INTO THIS AGREEMENT IN RELIANCE UPON ANY INFORMATION GIVEN TO PURCHAWSER PRIOR TO THE DATE OF THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, PROMOTIONAL MATERIALS OR FINANCIAL DATA , (b) PURCHASER WILL MAKE ITS DECISION TO PURCHASE THE PROPERTY BASED UPON PURCHASER’S OWN DUE DILIGENCE AND INVESTIGATIONS, (c) PURCHASER HAS SUCH WAIVER OR EXCLUSION KNOWLEDGE AND EXPERIENCE IN REAL ESTATE INVESTIGATION TO EVALUATE THE MERITS AND RISKS OF THE TRANSACTIONS PROVIDED IN THIS AGREEMENT, AND (d) PURCHASER IS PROHIBITED FINANCIALLY ABLE TO BEAR THE ECONOMIC RISK OF THE LOSS OF SUCH INVESTMENT AND THE COST OF THE DUE DILIGENCE AND INVESTIGATIONS UNDER THIS AGREEMENT. IT IS UNDERSTOOD AND AGREED THAT THE PURCHASE PRICE HAS BEEN ADJUSTED BY STATUTEPRIOR NEGOTIATION TO REFLECT THAT THE PROPERTY IS SOLD BY SELLER AND PURCHASED BY PURCHASER SUBJECT TO THE FOREGOING. Disclaimers similar to the foregoing in form satisfactory to Seller as well as Seller’s reservation of the mineral estate shall be inserted in any and all documents to be delivered by Seller to Purchaser at Closing.

DISCLAIMER AND INDEMNITY. 7.1. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN ARTICLE VI, THIS AGREEMENT IS MADE WITHOUT RECOURSE (EVEN AS TO THE AIRCRAFT IS BEING SOLD HEREUNDER ON A COMPLETELY RETURN OF THE PURCHASE PRICE), COVENANT OR WARRANTY BY OR AGAINST SELLER, OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, AND THE PROPERTY SHALL BE CONVEYED AND TRANSFERRED TO PURCHASER “AS IS” , WHERE IS AND “WHERE IS” BASISWITH ALL FAULTS”. SELLER’S EXPRESS WARRANTIES AND REPRESENTATIONS SET FORTH IN THIS AGREEMENT AND IN THE XXXX SELLER DOES NOT WARRANT OR SALE ARE EXCLUSIVE AND IN LIEU OF ALL OTHER REPRESENTATIONS OR WARRANTIES WHATSOEVER BY SELLERMAKE ANY REPRESENTATION, EXPRESS OR IMPLIED OR ARISING BY OPERATION OF LAW OR IN EQUITY, AND SELLER HAS NOT MADE, AND BUYER HEREBY WAIVES, RELEASES, DISCLAIMS, AND RENOUNCES ALL EXPECTATION OF OR RELIANCE UPON, ANY SUCH REPRESENTATIONS OR WARRANTIES WHATSOEVER, WITH RESPECT TO THE AIRCRAFT OR ANY PART THEREOF, INCLUDING, WITHOUT LIMITATIONIMPLIED, AS TO THE AIRWORTHINESSFITNESS FOR A PARTICULAR PURPOSE, VALUE, CONDITIONMERCHANTABILITY, DESIGN, MERCHANTABILITY QUANTITY, QUALITY, LAYOUT, FOOTAGE, PHYSICAL CONDITION, OPERATION, COMPLIANCE WITH SPECIFICATIONS, ABSENCE OF LATENT DEFECTS OR FITNESS FOR USE FOR A PARTICULAR PURPOSE OF THE AIRCRAFT, ANY OTHER REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED COMPLIANCE WITH LAWS AND REGULATIONS (INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR USE FOR ANY PARTICULAR PURPOSE THOSE RELATING TO HEALTH, SAFETY AND THE ENVIRONMENT) OR ANY IMPLIED WARRANTY ARISING FROM A COURSE OTHER MATTER AFFECTING THE PROPERTY AND SELLER SHALL BE UNDER NO OBLIGATION WHATSOEVER TO UNDERTAKE ANY REPAIRS, ALTERATIONS OR OTHER WORK OF PERFORMANCE OR DEALING OR USAGE OF TRADE). BUYER HEREBY WAIVES ANY AND ALL RIGHTS, CLAIMS, AND REMEDIES OF BUYER AGAINST SELLER, EXPRESS OR IMPLIED OR ARISING BY OPERATION OF LAW, IN EQUITY OR OTHERWISE, ARISING FROM ANY SUCH REPRESENTATION OR WARRANTY OR FOR ANY LIABILITY, CLAIM, OR REMEDY FOR LOSS OF OR DAMAGE TO THE AIRCRAFT, FOR LOSS OF USE, REVENUE, OR PROFIT KIND WITH RESPECT TO ANY PORTION OF THE AIRCRAFTPROPERTY. FURTHER, PURCHASER SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS SELLER AND SELLER’S REPRESENTATIVES FROM AND AGAINST ANY CLAIMS OR CAUSES OF ACTION ARISING OUT OF THE CONDITION OF THE PROPERTY BROUGHT BY ANY OF PURCHASER’S SUCCESSORS OR ASSIGNS, OR FOR ANY OTHER DIRECTTHIRD PARTY, INCIDENTAL, AGAINST SELLER OR CONSEQUENTIAL DAMAGES WHATSOEVER; PROVIDED THAT NOTHING HEREIN SHALL BE DEEMED A WAIVER OR APPLY TO EXCLUDE ANY CLAIM BY BUYER FOR DEATH OR PERSONAL INJURY CAUSED BY SELLER’S NEGLIGENCE REPRESENTATIVES. INFORMATION PROVIDED OR TO BE PROVIDED BY SELLER IN RESPECT OF THE PROPERTY WAS OBTAINED FROM A VARIETY OF SOURCES. SELLER HAS NOT MADE AN INDEPENDENT INVESTIGATION OF SUCH INFORMATION AND MAKES NO REPRESENTATIONS AS TO THE EXTENT ACCURACY OR COMPLETENESS THEREOF. PURCHASER HEREBY ASSUMES ALL RISK AND LIABILITY RESULTING FROM THE OWNERSHIP, USE, CONDITION, LOCATION, MAINTENANCE, REPAIR OR OPERATION OF THE PROPERTY, WHICH PURCHASER WILL INSPECT AND ACCEPT “AS IS”. IN THIS REGARD, PURCHASER ACKNOWLEDGES THAT (a) PURCHASER HAS NOT ENTERED INTO THIS AGREEMENT IN RELIANCE UPON ANY INFORMATION GIVEN TO PURCHASER PRIOR TO THE DATE OF THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, PROMOTIONAL MATERIALS OR FINANCIAL DATA, (b) PURCHASER WILL MAKE ITS DECISION TO PURCHASE THE PROPERTY BASED UPON PURCHASER’S OWN DUE DILIGENCE AND INVESTIGATIONS, (c) PURCHASER HAS SUCH WAIVER OR EXCLUSION KNOWLEDGE AND EXPERIENCE IN PROPERTY INVESTMENT TO EVALUATE THE MERITS AND RISKS OF THE TRANSACTIONS PROVIDED IN THIS AGREEMENT, AND (d) PURCHASER IS PROHIBITED FINANCIALLY ABLE TO BEAR THE ECONOMIC RISK OF THE LOSS OF SUCH INVESTMENT AND THE COST OF THE DUE DILIGENCE AND INVESTIGATIONS UNDER THIS AGREEMENT. IT IS UNDERSTOOD AND AGREED THAT THE PURCHASE PRICE HAS BEEN ADJUSTED BY STATUTEPRIOR NEGOTIATION TO REFLECT THAT THE PROPERTY IS SOLD BY SELLER AND PURCHASED BY PURCHASER SUBJECT TO THE FOREGOING. Disclaimers similar to the foregoing in form satisfactory to Seller may be inserted in any and all documents to be delivered by Seller to Purchaser at Closing. The terms and provisions of this Section 11.16 will expressly survive the Closing and will not merge into the Deed and other documents to be delivered by Seller to Purchaser at Closing.

DISCLAIMER AND INDEMNITY. 7.1THE SPONSOR PARTIES SHALL NOT BE LIABLE TO THE INVESTIGATIVE TEAM OR ANY PARTICIPANT FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES IN CONNECTION WITH THE COMPETITION OR THIS AGREEMENT. THE AIRCRAFT IS BEING SOLD HEREUNDER ON A COMPLETELY “AS IS” INVESTIGATIVE TEAM AND “WHERE IS” BASIS. SELLER’S EXPRESS WARRANTIES EACH PARTICIPANT HEREBY RELEASE AND REPRESENTATIONS SET FORTH IN THIS AGREEMENT AGREE TO INDEMNIFY AND IN HOLD HARMLESS THE XXXX OR SALE ARE EXCLUSIVE SPONSOR PARTIES AND IN LIEU OF ALL OTHER REPRESENTATIONS OR WARRANTIES WHATSOEVER BY SELLERTHEIR EMPLOYEES, EXPRESS OR IMPLIED OR ARISING BY OPERATION OF LAW OR IN EQUITYOFFICERS, AFFILIATES, RELATED PARTIES, REPRESENTATIVES, AGENTS, PARTNERS, JUDGES AND SELLER HAS NOT MADE, ADVERTISING AND BUYER HEREBY WAIVES, RELEASES, DISCLAIMS, AND RENOUNCES ALL EXPECTATION OF OR RELIANCE UPON, ANY SUCH REPRESENTATIONS OR WARRANTIES WHATSOEVER, WITH RESPECT TO THE AIRCRAFT OR ANY PART THEREOF, INCLUDING, WITHOUT LIMITATION, AS TO THE AIRWORTHINESS, VALUE, CONDITION, DESIGN, MERCHANTABILITY OR FITNESS FOR USE FOR A PARTICULAR PURPOSE OF THE AIRCRAFT, ANY OTHER REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED (INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR USE FOR ANY PARTICULAR PURPOSE OR ANY IMPLIED WARRANTY ARISING PROMOTIONAL AGENCIES FROM A COURSE OF PERFORMANCE OR DEALING OR USAGE OF TRADE). BUYER HEREBY WAIVES ANY AND ALL RIGHTSDAMAGES, INJURIES, CLAIMS, CAUSES OF ACTIONS, LIABILITY OR LOSSES OF ANY KIND (INCLUDING ACTUAL LEGAL FEES AND REMEDIES EXPENSES), KNOWN OR UNKNOWN, ABSOLUTE OR CONTINGENT, NOW OR IN THE FUTURE ARISING FROM OR RELATED TO: (1) HIS, HER, OR ITS FAILURE TO COMPLY WITH ANY OF BUYER AGAINST SELLERTERMS OF THIS AGREEMENT OR OTHER APPLICABLE RULES; (2) ANY MISREPRESENTATION HE, EXPRESS SHE OR IMPLIED OR ARISING BY OPERATION OF LAW, IN EQUITY IT MAKES TO THE SPONSOR PARTIES UNDER THIS AGREEMENT OR OTHERWISE; (3) HIS, ARISING FROM HER OR ITS PARTICIPATION IN THE FUNDING OPPORTUNITY; (4) HIS, HER OR ITS RECEIPT, USE OR REDEMPTION OF ANY SUCH REPRESENTATION OR WARRANTY OR FOR ANY LIABILITY, CLAIMFUNDING, OR REMEDY FOR LOSS OF THE INABILITY TO RECEIVE, USE OR DAMAGE TO REDEEM ANY FUNDING AND (5) A CLAIM BY A THIRD PARTY THAT THE AIRCRAFT, FOR LOSS OF USE, REVENUEPROPOSALS, OR PROFIT WITH RESPECT TO ANY RESEARCH, IDEAS, SERVICES OR PRODUCTS DISCUSSED IN THE AIRCRAFTPROPOSAL, OR FOR ANY OTHER DIRECTMATERIALS OF ANY NATURE FURNISHED BY HIM, INCIDENTALHER OR IT, INFRINGES (WHETHER DIRECTLY, CONTRIBUTORILY, OR CONSEQUENTIAL DAMAGES WHATSOEVER; PROVIDED THAT NOTHING HEREIN SHALL BE DEEMED A WAIVER OTHERWISE), MISAPPROPRIATES OR APPLY TO EXCLUDE ANY CLAIM BY BUYER FOR DEATH OR PERSONAL INJURY CAUSED BY SELLERVIOLATES SUCH THIRD PARTY’S NEGLIGENCE TO THE EXTENT THAT SUCH WAIVER OR EXCLUSION IS PROHIBITED BY STATUTEINTELLECTUAL PROPERTY RIGHTS.

DISCLAIMER AND INDEMNITY. 7.1. THE AIRCRAFT IS BEING SOLD HEREUNDER ON A COMPLETELY PROPERTY SHALL BE CONVEYED AND TRANSFERRED TO PURCHASER “AS IS” , WHERE IS AND “WHERE IS” BASISWITH ALL FAULTS”. SELLER’S EXPRESS EXCEPT FOR THE REPRESENTATIONS, WARRANTIES AND REPRESENTATIONS COVENANTS OF SELLER SET FORTH IN ARTICLE V OF THIS AGREEMENT AND IN THE XXXX AGREEMENT, SELLER DOES NOT WARRANT OR SALE ARE EXCLUSIVE AND IN LIEU OF ALL OTHER REPRESENTATIONS OR WARRANTIES WHATSOEVER BY SELLERMAKE ANY REPRESENTATIONS, EXPRESS OR IMPLIED OR ARISING BY OPERATION OF LAW OR IN EQUITY, AND SELLER HAS NOT MADE, AND BUYER HEREBY WAIVES, RELEASES, DISCLAIMS, AND RENOUNCES ALL EXPECTATION OF OR RELIANCE UPON, ANY SUCH REPRESENTATIONS OR WARRANTIES WHATSOEVER, WITH RESPECT TO THE AIRCRAFT OR ANY PART THEREOF, INCLUDING, WITHOUT LIMITATIONIMPLIED, AS TO THE AIRWORTHINESSFITNESS FOR A PARTICULAR PURPOSE, VALUE, CONDITIONMERCHANTABILITY, DESIGN, MERCHANTABILITY QUANTITY, QUALITY, LAYOUT, FOOTAGE, PHYSICAL CONDITION, OPERATION, COMPLIANCE WITH SPECIFICATIONS, ABSENCE OR FITNESS FOR USE FOR A PARTICULAR PURPOSE OF THE AIRCRAFT, ANY OTHER REPRESENTATION LATENT DEFECTS OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED COMPLIANCE WITH LAWS AND REGULATIONS (INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR USE FOR ANY PARTICULAR PURPOSE THOSE RELATING TO HEALTH, SAFETY AND THE ENVIRONMENT) OR ANY IMPLIED WARRANTY ARISING FROM A COURSE OTHER MATTER AFFECTING THE PROPERTY AND SELLER SHALL BE UNDER NO OBLIGATION WHATSOEVER TO UNDERTAKE ANY REPAIRS, ALTERATIONS OR OTHER WORK OF PERFORMANCE OR DEALING OR USAGE OF TRADE). BUYER HEREBY WAIVES ANY AND ALL RIGHTS, CLAIMS, AND REMEDIES OF BUYER AGAINST SELLER, EXPRESS OR IMPLIED OR ARISING BY OPERATION OF LAW, IN EQUITY OR OTHERWISE, ARISING FROM ANY SUCH REPRESENTATION OR WARRANTY OR FOR ANY LIABILITY, CLAIM, OR REMEDY FOR LOSS OF OR DAMAGE TO THE AIRCRAFT, FOR LOSS OF USE, REVENUE, OR PROFIT KIND WITH RESPECT TO ANY PORTION OF THE AIRCRAFTPROPERTY. FURTHER, PURCHASER SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS SELLER AND SELLER’S REPRESENTATIVES FROM AND AGAINST ANY CLAIMS OR CAUSES OF ACTION ARISING OUT OF THE CONDITION OF THE PROPERTY BROUGHT BY ANY OF PURCHASER’S SUCCESSORS OR ASSIGNS, OR FOR ANY OTHER DIRECTTHIRD PARTY, INCIDENTAL, AGAINST SELLER OR CONSEQUENTIAL DAMAGES WHATSOEVER; PROVIDED THAT NOTHING HEREIN SHALL BE DEEMED A WAIVER OR APPLY TO EXCLUDE ANY CLAIM BY BUYER FOR DEATH OR PERSONAL INJURY CAUSED BY SELLER’S NEGLIGENCE REPRESENTATIVES. INFORMATION PROVIDED OR TO BE PROVIDED BY SELLER IN RESPECT OF THE PROPERTY WAS OBTAINED FROM A VARIETY OF SOURCES. SELLER HAS NOT MADE AN INDEPENDENT INVESTIGATION OF SUCH INFORMATION AND MAKES NO REPRESENTATIONS AS TO THE EXTENT ACCURACY OR COMPLETENESS THEREOF. PURCHASER HEREBY ASSUMES ALL RISK AND LIABILITY RESULTING FROM THE OWNERSHIP, USE, CONDITION, LOCATION, MAINTENANCE, REPAIR OR OPERATION OF THE PROPERTY, WHICH PURCHASER WILL INSPECT AND ACCEPT “AS IS”. IN THIS REGARD, PURCHASER ACKNOWLEDGES THAT (a) PURCHASER HAS NOT ENTERED INTO THIS AGREEMENT IN RELIANCE UPON ANY INFORMATION GIVEN TO PURCHASER PRIOR TO THE DATE OF THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, PROMOTIONAL MATERIALS OR FINANCIAL DATA , (b) PURCHASER WILL MAKE ITS DECISION TO PURCHASE THE PROPERTY BASED UPON PURCHASER’S OWN DUE DILIGENCE AND INVESTIGATIONS, (c) PURCHASER HAS SUCH WAIVER OR EXCLUSION KNOWLEDGE AND EXPERIENCE IN REAL ESTATE INVESTIGATION TO EVALUATE THE MERITS AND RISKS OF THE TRANSACTIONS PROVIDED IN THIS AGREEMENT, AND (d) PURCHASER IS PROHIBITED FINANCIALLY ABLE TO BEAR THE ECONOMIC RISK OF THE LOSS OF SUCH INVESTMENT AND THE COST OF THE DUE DILIGENCE AND INVESTIGATIONS UNDER THIS AGREEMENT. IT IS UNDERSTOOD AND AGREED THAT THE PURCHASE PRICE HAS BEEN ADJUSTED BY STATUTEPRIOR NEGOTIATION TO REFLECT THAT THE PROPERTY IS SOLD BY SELLER AND PURCHASED BY PURCHASER SUBJECT TO THE FOREGOING. Disclaimers similar to the foregoing in form satisfactory to Seller as well as Seller’s reservation of the mineral estate shall be inserted in any and all documents to be delivered by Seller to Purchaser at Closing.