Common use of DISCLAIMER; RELEASE Clause in Contracts

DISCLAIMER; RELEASE. and “AS IS” Sale. As a material inducement to the execution and delivery of this Agreement by Seller, and the performance by Seller of its duties and obligations hereunder, the following provisions shall apply in the event Buyer does not elect to terminate this Agreement at the end of the Feasibility Period: (a) Buyer acknowledges and warrants that Buyer will have had as of the end of the Feasibility Period adequate opportunity to become fully acquainted with the nature and condition, in all respects, of the Assets and Seller’s independent and assisted living business conducted at the Real Property, the existence or availability of all licenses, permits and approvals from governmental authorities necessary to operate Seller’s business, the manner of construction and the condition and state of repair of the tangible Assets. (b) Buyer will be expressly purchasing the Assets in their existing condition, “AS IS, WITHOUT RECOURSE, AND WITH ALL FAULTS, AND DEFECTS, KNOWN OR UNKNOWN, AND WITHOUT ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND, FROM SELLER OTHER THAN THOSE SPECIFICALLY SET FORTH HEREIN” and Seller shall have no obligation to repair or correct any facts, circumstances or conditions or defects or to compensate Buyer for same unless the same is a breach by Seller of its representations, warranties or covenants of this Agreement or any term thereof. (c) Absent fraud or a breach by Seller of its obligations under this Agreement, including its indemnity obligations set forth in Section 17, Buyer specifically agrees that Seller shall have no liability to Buyer and Buyer hereby waives any right of recourse against Seller, whether arising at law or in equity, under contract, tort law or statute (specifically including any Environmental Laws) with respect to the condition of the tangible Assets, any past uses of any of the foregoing, the economic feasibility of the Assets or Seller’s business operation therewith or the compliance or non-compliance of the Assets or Seller’s business operation with all laws, rules of regulations affecting or applicable to same. (d) Buyer expressly understands and acknowledges that it is possible that unknown problems, conditions or claims may exist with respect to the Assets or the business operated therewith and that Buyer explicitly will have taken such into account in electing to proceed with the transaction on the terms set forth in this Agreement, including the purchase price for the Assets, and that a portion of such consideration, having been bargained for between the parties with the knowledge of the possibility of such unknown problems, conditions or claims, was given in exchange for a full accord, satisfaction and discharge of all such problems, conditions, losses and claims. Accordingly, absent fraud or a breach by Seller of its obligations under this Agreement, including its indemnity obligations set forth in Section 17, Buyer acknowledges that, except as otherwise specifically set forth in this Agreement, following Closing Seller shall have no liability or duty of any kind to Buyer with respect to the Assets, regardless of the basis for the claim. Seller and Buyer acknowledge that this disclaimer and full and complete release has been specifically negotiated. Initial Buyer Initial Seller

DISCLAIMER; RELEASE. Subject to Seller’s Warranties, it is understood and “AS IS” Sale. As a material inducement agreed that Seller is not making and has not at any time made any warranties or representations of any kind or character, expressed or implied, with respect to the execution and delivery Property, including, but not limited to, any warranties or representations as to habitability, merchantability, fitness for a particular purpose, title (other than Seller's limited warranty of this Agreement by Sellertitle to be set forth in the Deed), and the performance by Seller of its duties and obligations hereunderzoning, tax consequences, latent or patent physical or environmental condition, utilities, operating history or projections, valuation, governmental approvals, the following provisions shall apply in the event Buyer does not elect to terminate this Agreement at the end compliance of the Feasibility Period: (a) Property with governmental laws, the truth, accuracy or completeness of the Property documents or any other information provided by or on behalf of Seller to Buyer, or any other matter or thing regarding the Property. Subject to the Seller’s Warranties, Buyer acknowledges and warrants agrees that Buyer will have had as of the end of the Feasibility Period adequate opportunity to become fully acquainted with the nature and conditionupon Closing, in all respects, of the Assets and Seller’s independent and assisted living business conducted at the Real Property, the existence or availability of all licenses, permits and approvals from governmental authorities necessary to operate Seller’s business, the manner of construction and the condition and state of repair of the tangible Assets. (b) Buyer will be expressly purchasing the Assets in their existing condition, “AS IS, WITHOUT RECOURSE, AND WITH ALL FAULTS, AND DEFECTS, KNOWN OR UNKNOWN, AND WITHOUT ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND, FROM SELLER OTHER THAN THOSE SPECIFICALLY SET FORTH HEREIN” and Seller shall have no obligation to repair or correct any facts, circumstances or conditions or defects or to compensate Buyer for same unless the same is a breach by Seller of its representations, warranties or covenants of this Agreement or any term thereof. (c) Absent fraud or a breach by Seller of its obligations under this Agreement, including its indemnity obligations set forth in Section 17, Buyer specifically agrees that Seller shall have no liability sell and convey to Buyer and Buyer hereby waives shall accept the Property "AS IS, WHERE IS, WITH ALL FAULTS," except to the extent otherwise expressly provided in this Agreement. Subject to the Seller’s Warranties, Buyer has not relied and will not rely on, and Seller is not liable for or bound by, any right of recourse against expressed or implied warranties, guaranties, statements, representations or information pertaining to the Property or relating thereto (including specifically, without limitation, Property information packages distributed with respect to the Property) made or furnished by Seller, whether arising at law the manager of the Property, or any real estate broker or agent representing or purporting to represent Seller, to whomever made or given, directly or indirectly, orally or in equitywriting. Buyer represents to Seller that Buyer has conducted, under contractor will conduct prior to Closing, tort law or statute (specifically such investigations of the Property, including any Environmental Laws) with respect but not limited to, the physical and environmental conditions thereof, as Buyer deems necessary to satisfy itself as to the condition of the tangible Assets, any past uses of any of Property and the foregoing, the economic feasibility of the Assets existence or Seller’s business operation therewith nonexistence or the compliance or non-compliance of the Assets or Seller’s business operation with all laws, rules of regulations affecting or applicable curative action to same. (d) Buyer expressly understands and acknowledges that it is possible that unknown problems, conditions or claims may exist be taken with respect to any hazardous or toxic substances on or discharged from the Assets Property, and will rely solely upon same and not upon any information provided by or the business operated therewith on behalf of Seller or its agents or employees with respect thereto, other than such representations, warranties and that Buyer explicitly will have taken such into account in electing to proceed with the transaction on the terms covenants of Seller as are expressly set forth in this AgreementAgreement and the closing documents executed by Seller in favor of Buyer. Subject to Seller’s Warranties, upon Closing, Buyer understands the risk that adverse matters, including the purchase price for the Assetsbut not limited to, construction defects and adverse physical and environmental conditions, may not have been revealed by Buyer's investigations, and that a portion Buyer, upon Closing, subject to the Seller Warranties and provisions which expressly survive Closing, shall be deemed to have waived, relinquished and released Seller and Seller Related Parties from and against any and all claims, demands, causes of such considerationaction (including, having been bargained for between without limitation, causes of action in tort), losses, damages, liabilities, costs and expenses (including, without limitation, attorneys' fees and court costs) of any and every kind or character, known or unknown, which Buyer or any agent, representative, affiliate, employee, director, officer, partner, member, servant, shareholder or other person or entity acting on Buyer's behalf or otherwise related to or affiliated with Buyer might have asserted or alleged against Seller and/or Seller Related Parties at any time by reason of or arising out of any latent or patent construction defects, physical conditions (including, without limitation, environmental conditions), the parties Leases and the Tenants, violations of any applicable laws (including, without limitation, any Environmental Laws) or any and all other acts, omissions, events, circumstances or matters regarding the Property. Buyer shall not look to Seller or any Seller Related Parties in connection with the knowledge foregoing for any redress or relief. The foregoing release shall be given full force and effect according to each of the possibility of such its expressed terms and provisions, including those relating to unknown problems, conditions or and unsuspected claims, was given in exchange for a full accord, satisfaction damages and discharge causes of all such problems, conditions, losses and claimsaction. Accordingly, absent fraud or a breach by Seller The foregoing shall not be interpreted to waive (i) any claim of its obligations under this Agreement, including its indemnity obligations set forth in Section 17, Buyer acknowledges that, except as otherwise specifically set forth in this Agreement, following Closing Seller shall have no liability or duty of any kind to Buyer with respect to any breach of Seller’s Warranties made by Seller in this Agreement or in the Assetsclosing documents that expressly survive the Closing pursuant to the terms hereof, regardless (ii) any of the basis obligations of Seller under this Agreement that expressly survive the Closing, or (iii) any acts constituting fraud by Seller. The foregoing release shall not be construed as an indemnification by Buyer for the claim. benefit of Seller and Buyer acknowledge that this disclaimer and full and complete release has been specifically negotiated. Initial Buyer Initial Sellerfor any liabilities arising or accruing prior to Closing.