Common use of Examination Clause in Contracts

Examination. In entering into this Agreement, the Buyer has not been induced by and has not relied upon any written or oral representations, warranties or statements, whether express or implied, made by any Seller, any partner of any Seller, or any affiliate, agent, employee, or other representative of any of the foregoing or by any broker or any other person representing or purporting to represent any Seller, with respect to the Transferred Assets or any other matter affecting or relating to the transactions contemplated hereby, other than those representations, warranties or statements expressly set forth in this Agreement and the Closing Documents. The Buyer acknowledges and agrees that, except as expressly set forth in this Agreement and the Closing Documents, no Seller makes any representations or warranties whatsoever, whether express or implied or arising by operation of law, with respect to the Transferred Assets, including any warranties or representations as to habitability, merchantability, fitness for a particular purpose, title, zoning, Tax consequences, latent or patent physical or environmental condition, utilities, operating history or projections, valuation, governmental approvals, the compliance with governmental laws, the truth, accuracy or completeness of documents or any other information provided by or on behalf of Sellers to the Buyer, or any other matter or thing regarding the Transferred Assets. The Buyer represents to Sellers that the Buyer has conducted such investigations of the Transferred Assets, including but not limited to, the physical and environmental conditions of the Properties, as the Buyer deems necessary to satisfy itself as to the condition of the Transferred Assets and the existence or nonexistence or curative action to be taken with respect to any hazardous or toxic substances on or discharged from the Property, and will rely solely upon the same and not upon any information provided by or on behalf of Sellers or their agents or employees with respect thereto, other than such representations, warranties and covenants of Sellers as are expressly set forth in this Agreement or the Closing Documents. Subject to the express representations of Sellers herein and in the Closing Documents and the provisions set forth herein and contained in the Closing Documents, upon the Closing, the Buyer shall assume the risk that adverse matters, including, but not limited to, construction defects and adverse physical and environmental conditions, may not have been revealed by the Buyer’s investigations, and the Buyer, upon Closing, shall be deemed to have waived, relinquished and released Sellers and Sellers’ Related Entities from and against any and all claims, demands, causes of action (including causes of action in tort), losses, damages, liabilities, costs and expenses (including attorneys’ fees and court costs) of any and every kind or character, known or unknown, which the Buyer or any agent, representative, affiliate, employee, director, officer, partner, member, servant, shareholder or other person or entity acting on the Buyer’s behalf or otherwise related to or affiliated with the Buyer might have asserted or alleged against Sellers and/or Sellers’ Related Entities at any time by reason of or arising out of any latent or patent construction defects, physical conditions (including environmental conditions), the Leases and the Tenants, violations of any Applicable Laws (including any Environmental Laws) or any and all other acts, omissions, events, circumstances or matters regarding the Transferred Assets (including the Transferred Assets). Except as expressly set forth herein or in the Closing Documents, the Buyer shall not look to Sellers or any of Sellers’ Related Entities in connection with the foregoing for any redress or relief. The foregoing release shall be given full force and effect according to each of its expressed terms and provisions, including those relating to unknown and unsuspected claims, damages and causes of action. THE BUYER AGREES THAT THE TRANSFERRED ASSETS WILL BE SOLD AND CONVEYED TO (AND ACCEPTED BY) THE BUYER AT THE CLOSING IN THE THEN EXISTING CONDITION OF THE TRANSFERRED ASSETS, AS IS, WHERE IS, WITH ALL FAULTS, AND WITHOUT ANY WRITTEN OR VERBAL REPRESENTATIONS OR WARRANTIES WHATSOEVER (INCLUDING THE IMPLIED WARRANTY OF MERCHANTABILITY), WHETHER EXPRESS OR IMPLIED OR ARISING BY OPERATION OF LAW, other than representations, warranties and statements of the Sellers expressly set forth in this Agreement and in the Closing Documents.

Examination. In entering into Seller shall provide to Buyer: (i) upon execution of this Agreement, copies of the following documents and materials pertaining to each Property to the extent within Seller's possession or readily obtainable by Seller: a title commitment/policy; copies of title exception documents; ALTA survey; site plans and specifications; architectural plans; environmental/hazardous material reports; soils reports; governmental permits/approvals; zoning information; real property tax and assessment information; utility letters; copies of the Leases and copies of all correspondence related to the Leases; any documents required to be delivered by Seller to Buyer has not been induced pursuant to Section 11 hereof; and any other documents relating to a Property reasonably requested by and has not relied Buyer; (ii) upon any written or oral representationsexecution of this Agreement, warranties or statements, whether express or implied, made by any a copy of the certificate of formation of Seller, any partner a copy of any the operating agreement of Seller, or any affiliatean incumbency certificate for Seller, agent, employee, or other representative and a W-9 of any Seller; and (iii) upon the occurrence of the foregoing or by any broker or Delivery Date for each Property, the Evidence of Completion (as defined in the Lease) (collectively, the "Due Diligence Materials"). Upon delivery to Buyer of all of the Due Diligence Materials applicable to a particular Property, Seller shall deliver a written certification to Buyer stating that all of the Due Diligence Materials applicable to a Property has been delivered to Buyer (the "Due Diligence Certification"). Throughout the term of this Agreement, Buyer, its agents and designees, shall have the right to enter each Property for the purposes of inspecting each Property, conducting soil tests, environmental studies, and making surveys, mechanical and structural engineering studies, inspecting construction, and conducting any other person representing or purporting investigations and inspections as Buyer may reasonably require to represent any Sellerassess the condition and suitability of each Property; provided, with respect to the Transferred Assets or any other matter affecting or relating to the transactions contemplated herebyhowever, other than those representations, warranties or statements expressly set forth in this Agreement and the Closing Documents. The Buyer acknowledges and agrees that, except as expressly set forth in this Agreement and the Closing Documents, no Seller makes any representations or warranties whatsoever, whether express or implied or arising by operation of law, with respect to the Transferred Assets, including any warranties or representations as to habitability, merchantability, fitness for a particular purpose, title, zoning, Tax consequences, latent or patent physical or environmental condition, utilities, operating history or projections, valuation, governmental approvals, the compliance with governmental laws, the truth, accuracy or completeness of documents or any other information provided that such activities by or on behalf of Sellers to Buyer on a Property shall not damage such Property nor interfere with construction on the Buyer, Property or any other matter or thing regarding the Transferred Assets. The Buyer represents to Sellers that the Buyer has conducted such investigations conduct of the Transferred Assets, including but not limited to, the physical and environmental conditions of the Properties, as the Buyer deems necessary to satisfy itself as to the condition of the Transferred Assets and the existence or nonexistence or curative action to be taken with respect to any hazardous or toxic substances on or discharged from the Property, and will rely solely upon the same and not upon any information provided business by or on behalf of Sellers or their agents or employees with respect thereto, Tenant other than such representationsto a de minimis extent; and provided further, warranties and covenants of Sellers as are expressly set forth in this Agreement or the Closing Documents. Subject to the express representations of Sellers herein and in the Closing Documents and the provisions set forth herein and contained in the Closing Documentshowever, upon the Closing, the that Buyer shall assume the risk that adverse matters, including, but not limited to, construction defects indemnify and adverse physical and environmental conditions, may not have been revealed by the Buyer’s investigations, and the Buyer, upon Closing, shall be deemed to have waived, relinquished and released Sellers and Sellers’ Related Entities hold Seller harmless from and against any and all claimsclaims or damages to the extent resulting from the activities of Buyer on each Property, demandsprovided, causes however, in no event shall Buyer be responsible or liable in any way for any pre-existing conditions, including any hazardous materials discovered during its inspections of action (including causes of action in tort)a Property, losses, damages, liabilities, costs and expenses (including attorneys’ fees and court costs) of Buyer shall repair any and every kind or characterall damage caused, known or unknownin whole or' in part, by Buyer and return each Property to substantially the same condition that existed prior to such damage, which the Buyer obligation shall survive Closing or any agenttermination of this Agreement. Buyer shall give Seller reasonable written notice (which in any event shall not be less than one (1) business day, representativeor such other period of time as required under the Lease) before entering each Property. Seller may have a representative present during any and all examinations, affiliateinspections and/or studies on a Property. Buyer shall have the unconditional right, employeefor any reason or no reason at all, director, officer, partner, member, servant, shareholder to terminate this Agreement as to one or other person or entity acting on more of the Buyer’s behalf or otherwise related Properties by giving written notice thereof to or affiliated with the Buyer might have asserted or alleged against Sellers and/or Sellers’ Related Entities Seller at any time by reason prior to 5:00 p.m. Eastern Standard Time on the last day of the Examination Period applicable to a particular Property, in which event: (i) this Agreement shall be deemed terminated as to any such rejected Property and neither party shall have any further rights, obligations or arising out liabilities with respect to such rejected Property, except with respect to any obligations that expressly survive termination of any latent or patent construction defects, physical conditions this Agreement as contained herein; and (including environmental conditions), the Leases and the Tenants, violations of any Applicable Laws (including any Environmental Lawsii) or any and all other acts, omissions, events, circumstances or matters regarding the Transferred Assets (including the Transferred Assets). Except as expressly set forth herein or there shall be a reduction in the Purchase Price payable by Buyer at Closing Documentsby the amount allocated to the Property designated for removal from this transaction as shown on Schedule 1 hereof. If Buyer does not elect to terminate this Agreement as to any one or more Properties prior to the expiration of the applicable Examination Period, the Buyer shall not look to Sellers or any of Sellers’ Related Entities in connection with the foregoing for any redress or relief. The foregoing release conclusively shall be deemed to have waived its right to terminate this Agreement pursuant to this Section 6(b) with respect to such particular Property. Notwithstanding anything to the contrary contained in this Agreement, amendments to this Agreement to extend an Examination Period may be agreed in writing or email transmission by each party or each party's respective attorney and any notices to terminate this Agreement pursuant to this Section 6(b) may be given full force by Buyer or Buyer's attorney by email transmission to Seller and/or Seller's attorney, provided, however, any notice of termination given by email transmission shall be deemed delivered and effect according to each of its expressed terms and provisionseffective upon the date sent by the Party, including those relating to unknown and unsuspected claims, damages and causes of action. THE BUYER AGREES THAT THE TRANSFERRED ASSETS WILL BE SOLD AND CONVEYED TO (AND ACCEPTED BY) THE BUYER AT THE CLOSING IN THE THEN EXISTING CONDITION OF THE TRANSFERRED ASSETS, AS IS, WHERE IS, WITH ALL FAULTS, AND WITHOUT ANY WRITTEN OR VERBAL REPRESENTATIONS OR WARRANTIES WHATSOEVER (INCLUDING THE IMPLIED WARRANTY OF MERCHANTABILITY), WHETHER EXPRESS OR IMPLIED OR ARISING BY OPERATION OF LAW, other than representations, warranties and statements provided however the such email notice shall also be sent by one of the Sellers expressly means set forth in Section 15 of this Agreement and in the Closing DocumentsAgreement.

Examination. In entering into this Agreement, the Buyer has not been induced by and has not relied upon any written or oral representations, warranties or statements, whether express or implied, made by any Seller, any partner of any Seller, or any affiliate, agent, employee, or other representative of any of the foregoing or by any broker or any other person representing or purporting to represent any Seller, with respect to the Transferred Assets or any other matter affecting or relating to the transactions contemplated hereby, other than those representations, warranties or statements expressly set forth in this Agreement and the Closing Documents. The Buyer acknowledges and agrees that, except as expressly set forth in this Agreement and the Closing Documents, no Seller makes any representations or warranties whatsoever, whether express or implied or arising by operation of law, with respect to the Transferred Assetssuch Seller’s Assets including, including but not limited to, any warranties or representations as to habitability, merchantability, fitness for a particular purpose, title, zoning, Tax tax consequences, latent or patent physical or environmental condition, utilities, operating history or projections, valuation, governmental approvals, the compliance of the Property with governmental laws, the truth, accuracy or completeness of the Property documents or any other information provided by or on behalf of Sellers Seller to the Buyer, or any other matter or thing regarding the Transferred AssetsProperty. The Buyer represents to Sellers Seller that the Buyer has conducted conducted, or will conduct prior to Closing, such investigations of the Transferred AssetsProperty, including but not limited to, the physical and environmental conditions of the Propertiesthereof, as the Buyer deems necessary to satisfy itself as to the condition of the Transferred Assets Property and the existence or nonexistence or curative action to be taken with respect to any hazardous or toxic substances on or discharged from the Property, and will rely solely upon the same and not upon any information provided by or on behalf of Sellers Seller or their its agents or employees with respect thereto, other than such representations, warranties and covenants of Sellers Seller as are expressly set forth in this Agreement or the Closing Documents. Subject to the express representations of Sellers Seller herein and in the Closing Documents and the provisions set forth herein and contained in the Closing Documents, upon the Closing, the Buyer shall assume the risk that adverse matters, including, including but not limited to, construction defects and adverse physical and environmental conditions, may not have been revealed by the Buyer’s 's investigations, and the Buyer, upon Closing, shall be deemed to have waived, relinquished and released Sellers Seller and Sellers’ Seller-Related Entities from and against any and all claims, demands, causes of action (including including, without limitation, causes of action in tort), losses, damages, liabilities, costs and expenses (including including, without limitation, attorneys’ ' fees and court costs) of any and every kind or character, known or unknown, which the Buyer or any agent, representative, affiliate, employee, director, officer, partner, member, servant, shareholder or other person or entity acting on the Buyer’s 's behalf or otherwise related to or affiliated with the Buyer might have asserted or alleged against Sellers Seller and/or Sellers’ Seller-Related Entities at any time by reason of or arising out of any latent or patent construction defects, physical conditions (including including, without limitation, environmental conditions), the Leases and the Tenants, violations of any Applicable Laws applicable laws (including including, without limitation, any Environmental Lawsenvironmental laws) or any and all other acts, omissions, events, circumstances or matters regarding the Transferred Assets (including the Transferred Assets)Property. Except as expressly set forth herein or in the Closing Documents, the Buyer shall not look to Sellers Seller or any of Sellers’ Seller-Related Entities in connection with the foregoing for any redress or relief. The foregoing release shall be given full force and effect according to each of its expressed terms and provisions, including those relating to unknown and unsuspected claims, damages and causes of action. THE BUYER AGREES THAT THE TRANSFERRED ASSETS WILL BE SOLD AND CONVEYED TO (AND ACCEPTED BY) THE BUYER AT THE CLOSING IN THE THEN EXISTING CONDITION OF THE TRANSFERRED ASSETS, AS IS, WHERE IS, WITH ALL FAULTS, AND WITHOUT ANY WRITTEN OR VERBAL REPRESENTATIONS OR WARRANTIES WHATSOEVER (INCLUDING THE IMPLIED WARRANTY OF MERCHANTABILITY), WHETHER EXPRESS OR IMPLIED OR ARISING BY OPERATION OF LAW, other than representations, warranties and statements of the Sellers expressly set forth in this Agreement and in the Closing Documents.

Examination. In entering into this Agreement, the Buyer has not been induced by and has not relied upon any written or oral representations, warranties or statements, whether express or implied, made by any Seller, any partner of any Seller, or any affiliate, agent, employee, or other representative of any of the foregoing or by any broker or any other person representing or purporting to represent any Seller, with respect to the Transferred Assets Business (including the Assets) or any other matter affecting or relating to the transactions contemplated hereby, other than those representations, warranties or statements expressly set forth in this Agreement and the Closing Documents. The Buyer acknowledges and agrees that, except as expressly set forth in this Agreement and the Closing Documents, no Seller makes any representations or warranties whatsoever, whether express or implied or arising by operation of law, with respect to the Business (including such Seller’s Transferred Assets), including any warranties or representations as to habitability, merchantability, fitness for a particular purpose, title, zoning, Tax consequences, latent or patent physical or environmental condition, utilities, operating history or projections, valuation, governmental approvals, the compliance of the Business (including the Transferred Assets) with governmental laws, the truth, accuracy or completeness of the Business (including the Transferred Assets) documents or any other information provided by or on behalf of Sellers to the Buyer, or any other matter or thing regarding the Business (including the Transferred Assets). The Buyer represents to Sellers that the Buyer has conducted such investigations of the Business (including the Transferred Assets), including but not limited to, the physical and environmental conditions of the Properties, as the Buyer deems necessary to satisfy itself as to the condition of the Business (including the Transferred Assets Assets) and the existence or nonexistence or curative action to be taken with respect to any hazardous or toxic substances on or discharged from the Property, and will rely solely upon the same and not upon any information provided by or on behalf of Sellers or their agents or employees with respect thereto, other than such representations, warranties and covenants of Sellers as are expressly set forth in this Agreement or the Closing Documents. Subject to the express representations of Sellers herein and in the Closing Documents and the provisions set forth herein and contained in the Closing Documents, upon the applicable Closing, the Buyer shall assume the risk that adverse matters, including, but not limited to, construction defects and adverse physical and environmental conditions, may not have been revealed by the Buyer’s investigations, and the Buyer, upon Closing, shall be deemed to have waived, relinquished and released Sellers and Sellers’ Related Entities from and against any and all claims, demands, causes of action (including causes of action in tort), losses, damages, liabilities, costs and expenses (including attorneys’ fees and court costs) of any and every kind or character, known or unknown, which the Buyer or any agent, representative, affiliate, employee, director, officer, partner, member, servant, shareholder or other person or entity acting on the Buyer’s behalf or otherwise related to or affiliated with the Buyer might have asserted or alleged against Sellers and/or Sellers’ Related Entities at any time by reason of or arising out of any latent or patent construction defects, physical conditions (including environmental conditions), the Leases and the Tenants, violations of any Applicable Laws (including any Environmental Laws) or any and all other acts, omissions, events, circumstances or matters regarding the Transferred Assets Business (including the Transferred Assets). Except as expressly set forth herein or in the Closing Documents, the Buyer shall not look to Sellers or any of Sellers’ Related Entities in connection with the foregoing for any redress or relief. The foregoing release shall be given full force and effect according to each of its expressed terms and provisions, including those relating to unknown and unsuspected claims, damages and causes of action. THE BUYER AGREES THAT THE BUSINESS (INCLUDING THE TRANSFERRED ASSETS ASSETS) WILL BE SOLD AND CONVEYED TO (AND ACCEPTED BY) THE BUYER AT THE APPLICABLE CLOSING IN THE THEN EXISTING CONDITION OF THE BUSINESS (INCLUDING THE TRANSFERRED ASSETS), AS IS, WHERE IS, WITH ALL FAULTS, AND WITHOUT ANY WRITTEN OR VERBAL REPRESENTATIONS OR WARRANTIES WHATSOEVER (INCLUDING THE IMPLIED WARRANTY OF MERCHANTABILITY), WHETHER EXPRESS OR IMPLIED OR ARISING BY OPERATION OF LAW, other than representations, warranties and statements of the Sellers expressly set forth in this Agreement and in the Closing Documents.

Examination. Buyer will be making such examination of the Assets and all other matters affecting or relating to the transactions contemplated in this Agreement as Bxxxx has deemed necessary. In entering into this Agreement, the Buyer has not been induced by and has not relied upon any written or oral representations, warranties or statements, whether express or implied, made by Seller or any SellerAffiliate, any partner member or manager of any Seller, or any affiliateofficer, director, member, agent, employee, or other representative of any of the foregoing or by any broker or any other person representing or purporting to represent any Seller, Seller with respect to the Transferred Assets, the Condition of the Assets or any other matter affecting or relating to the transactions contemplated hereby, other than those representations, warranties or statements expressly set forth in Section 3.1, Section 3.2, Section 3.3 and any other provision in this Agreement in which Seller makes a representation or warranty. Buyer’s obligations under this Agreement shall not be subject to any contingencies, diligence or conditions except as expressly set forth in Sections 5.2, 8.2(b), 9.2(b), 12.2(a), 12.2(b) and the Closing Documentsany other provision in this Agreement which provides for any such contingency or condition. The Buyer Bxxxx acknowledges and agrees that, except as expressly set forth in this Agreement and the Closing Documentsherein, no Seller makes any no representations or warranties whatsoever, whether express or implied or arising by operation of law, with respect to the Transferred Assets, including any warranties Assets or representations as to habitability, merchantability, fitness for a particular purpose, title, zoning, Tax consequences, latent or patent physical or environmental condition, utilities, operating history or projections, valuation, governmental approvals, the compliance with governmental laws, Condition of the truth, accuracy or completeness of documents or any other information provided by or on behalf of Sellers to the Buyer, or any other matter or thing regarding the Transferred Assets. The Buyer represents to Sellers that the Buyer has conducted such investigations of the Transferred AssetsEXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN SECTION 3.1, including but not limited toSECTION 3.2, the physical and environmental conditions of the PropertiesSECTION 3.3 AND ANY OTHER PROVISION IN THIS AGREEMENT IN WHICH SELLER MAKES A REPRESENTATION OR WARRANTY AND SELLER’S COMPLIANCE WITH ITS COVENANTS IN THIS AGREEMENT WITH RESPECT TO THE OPERATING STANDARDS, as the Buyer deems necessary to satisfy itself as to the condition of the Transferred Assets and the existence or nonexistence or curative action to be taken with respect to any hazardous or toxic substances on or discharged from the Property, and will rely solely upon the same and not upon any information provided by or on behalf of Sellers or their agents or employees with respect thereto, other than such representations, warranties and covenants of Sellers as are expressly set forth in this Agreement or the Closing Documents. Subject to the express representations of Sellers herein and in the Closing Documents and the provisions set forth herein and contained in the Closing Documents, upon the Closing, the Buyer shall assume the risk that adverse matters, including, but not limited to, construction defects and adverse physical and environmental conditions, may not have been revealed by the Buyer’s investigations, and the Buyer, upon Closing, shall be deemed to have waived, relinquished and released Sellers and Sellers’ Related Entities from and against any and all claims, demands, causes of action (including causes of action in tort), losses, damages, liabilities, costs and expenses (including attorneys’ fees and court costs) of any and every kind or character, known or unknown, which the Buyer or any agent, representative, affiliate, employee, director, officer, partner, member, servant, shareholder or other person or entity acting on the Buyer’s behalf or otherwise related to or affiliated with the Buyer might have asserted or alleged against Sellers and/or Sellers’ Related Entities at any time by reason of or arising out of any latent or patent construction defects, physical conditions (including environmental conditions), the Leases and the Tenants, violations of any Applicable Laws (including any Environmental Laws) or any and all other acts, omissions, events, circumstances or matters regarding the Transferred Assets (including the Transferred Assets). Except as expressly set forth herein or in the Closing Documents, the Buyer shall not look to Sellers or any of Sellers’ Related Entities in connection with the foregoing for any redress or relief. The foregoing release shall be given full force and effect according to each of its expressed terms and provisions, including those relating to unknown and unsuspected claims, damages and causes of action. THE BUYER AGREES THAT THE TRANSFERRED ASSETS WILL BE SOLD AND CONVEYED TO (AND ACCEPTED BY) THE BUYER AT THE CLOSING IN THE THEN EXISTING CONDITION OF THE TRANSFERRED ASSETS, AS IS, WHERE IS, WITH ALL FAULTS, AND WITHOUT ANY WRITTEN OR VERBAL REPRESENTATIONS OR WARRANTIES WHATSOEVER (INCLUDING THE IMPLIED WARRANTY OF MERCHANTABILITY)WHATSOEVER, WHETHER EXPRESS OR IMPLIED OR ARISING BY OPERATION OF LAW. FOR THE AVOIDANCE OF DOUBT, other than representationsEXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN SECTION 3.1, warranties and statements SECTION 3.2, SECTION 3.3 AND ANY OTHER PROVISION IN THIS AGREEMENT IN WHICH SELLER MAKES A REPRESENTATION OR WARRANTY, SELLER HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY NEGATES AND DISCLAIMS ANY REPRESENTATIONS, WARRANTIES OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE OF, AS TO, CONCERNING OR WITH RESPECT TO THE PROPERTY OR ANY OTHER MATTER WHATSOEVER. Without limiting the generality of the Sellers foregoing, except as expressly set forth in Section 3.1, Section 3.2, Section 3.3 and any other provision in this Agreement in which Seller makes a representation or warranty, the transactions contemplated by this Agreement are without statutory, express or implied warranty, representation, agreement, statement or expression of opinion of or with respect to the Condition of the Assets or any aspect thereof, including, without limitation, (i) any and all statutory, express or implied representations or warranties related to the suitability for habitation, merchantability, or fitness for a particular purpose, (ii) any statutory, express or implied representations or warranties created by any affirmation of fact or promise, by any description of the Assets or by operation of law and (iii) all other statutory, express or implied representations or warranties by Seller whatsoever. Bxxxx acknowledges that Bxxxx has knowledge and expertise in financial and business matters that enable Buyer to evaluate the merits and risks of the transactions contemplated by this Agreement. The provisions of this Section 7.2 shall survive the Closing Documentswithout limitation and shall not be deemed merged into any instrument or conveyance delivered at the Closing.

Examination. In entering into this Agreement, the Buyer has not been induced by and has not relied upon any written or oral representations, warranties or statements, whether express or implied, made by any Seller, any partner of any Seller, or any affiliate, agent, employee, or other representative of any of the foregoing or by any broker or any other person representing or purporting to represent any Seller, with respect to the Transferred Assets or any other matter affecting or relating to the transactions contemplated hereby, other than those representations, warranties or statements expressly set forth in this Agreement and the Closing Documents. The Buyer acknowledges and agrees that, except as expressly set forth in this Agreement and the Closing Documents, no Seller makes any representations or warranties whatsoever, whether express or implied or arising by operation of law, with respect to the Transferred Assetssuch Seller's Assets including, including but not limited to, any warranties or representations as to habitability, merchantability, fitness for a particular purpose, title, zoning, Tax tax consequences, latent or patent physical or environmental condition, utilities, operating history or projections, valuation, governmental approvals, the compliance of the Property with governmental laws, the truth, accuracy or completeness of the Property documents or any other information provided by or on behalf of Sellers Seller to the Buyer, or any other matter or thing regarding the Transferred AssetsProperty. The Buyer represents to Sellers Seller that the Buyer has conducted conducted, or will conduct prior to Closing, such investigations of the Transferred AssetsProperty, including but not limited to, the physical and environmental conditions of the Propertiesthereof, as the Buyer deems necessary to satisfy itself as to the condition of the Transferred Assets Property and the existence or nonexistence or curative action to be taken with respect to any hazardous or toxic substances on or discharged from the Property, and will rely solely upon the same and not upon any information provided by or on behalf of Sellers Seller or their its agents or employees with respect thereto, other than such representations, warranties and covenants of Sellers Seller as are expressly set forth in this Agreement or the Closing Documents. Subject to the express representations of Sellers Seller herein and in the Closing Documents and the provisions set forth herein and contained in the Closing Documents, upon the Closing, the Buyer shall assume the risk that adverse matters, including, including but not limited to, construction defects and adverse physical and environmental conditions, may not have been revealed by the Buyer’s 's investigations, and the Buyer, upon Closing, shall be deemed to have waived, relinquished and released Sellers Seller and Sellers’ Seller-Related Entities from and against any and all claims, demands, causes of action (including including, without limitation, causes of action in tort), losses, damages, liabilities, costs and expenses (including including, without limitation, attorneys’ ' fees and court costs) of any and every kind or character, known or unknown, which the Buyer or any agent, representative, affiliate, employee, director, officer, partner, member, servant, shareholder or other person or entity acting on the Buyer’s 's behalf or otherwise related to or affiliated with the Buyer might have asserted or alleged against Sellers Seller and/or Sellers’ Seller-Related Entities at any time by reason of or arising out of any latent or patent construction defects, physical conditions (including including, without limitation, environmental conditions), the Leases and the Tenants, violations of any Applicable Laws applicable laws (including including, without limitation, any Environmental Lawsenvironmental laws) or any and all other acts, omissions, events, circumstances or matters regarding the Transferred Assets (including the Transferred Assets)Property. Except as expressly set forth herein or in the Closing Documents, the Buyer shall not look to Sellers Seller or any of Sellers’ Seller-Related Entities in connection with the foregoing for any redress or relief. The foregoing release shall be given full force and effect according to each of its expressed terms and provisions, including those relating to unknown and unsuspected claims, damages and causes of action. THE BUYER AGREES THAT THE TRANSFERRED ASSETS WILL BE SOLD AND CONVEYED TO (AND ACCEPTED BY) THE BUYER AT THE CLOSING IN THE THEN EXISTING CONDITION OF THE TRANSFERRED ASSETS, AS IS, WHERE IS, WITH ALL FAULTS, AND WITHOUT ANY WRITTEN OR VERBAL REPRESENTATIONS OR WARRANTIES WHATSOEVER (INCLUDING THE IMPLIED WARRANTY OF MERCHANTABILITY), WHETHER EXPRESS OR IMPLIED OR ARISING BY OPERATION OF LAW, other than representations, warranties and statements of the Sellers expressly set forth in this Agreement and in the Closing Documents.

Examination. In entering into this Agreement, the Buyer has not been induced by and has not relied upon any written or oral representations, warranties or statements, whether express or implied, made by any Seller, any partner of any Seller, Seller or any affiliate, agent, employee, or other representative of any of the foregoing its affiliates or by any broker or any other person Person representing or purporting to represent any Seller, with respect to the Transferred Assets Property or any other matter affecting or relating to the transactions contemplated hereby, other than those representations, warranties the Seller Representations or statements expressly set forth representations made by Seller in this Agreement and any of the Closing DocumentsDocuments executed and delivered by Seller. The Buyer acknowledges and agrees that, except as for Seller warranties, representations, obligations and covenants (i) expressly set forth in this Agreement and or (ii) in the Closing Documentsdocuments delivered by Seller at the Closing, no Seller makes makes, has made or will make, and Seller specifically negates and disclaims, any representations representations, warranties, promises, covenants, agreements or warranties guaranties of any kind or character whatsoever, whether express or implied or arising by operation of law, oral or written, past, present, of future, of, as to, concerning or with respect to the Transferred AssetsProperty, including any warranties representations, warranties, promises, covenants, agreements or representations as guaranties relating to habitability, marketability, merchantability, fitness for a particular purpose, title, zoning, Tax consequences, quality latent or patent physical or environmental condition, utilities, operating history or projections, valuation, suitability, profitability, governmental approvals, the compliance of the Property with governmental lawsApplicable Laws, the truth, accuracy or completeness of documents the Documents or any other information provided by or on behalf of Sellers Seller to the Buyer, or any other matter or thing regarding the Transferred AssetsProperty. The Buyer represents acknowledges that, prior to Sellers that the Buyer Closing, it has had the opportunity to conduct, and will have conducted such investigations of the Transferred AssetsProperty, including but not limited to, the physical and environmental conditions of the PropertiesProperty, as the Buyer deems necessary to satisfy itself as to the condition of the Transferred Assets Property and the existence or nonexistence or curative action to be taken with respect to any hazardous or toxic substances on or discharged from the Property, and will rely hereby relies solely upon the same and not upon any information provided by or on behalf of Sellers any of Seller or their agents or employees any affiliate thereof with respect thereto, other than such representations, the warranties and covenants of Sellers as are expressly representations set forth in this Agreement or the Closing Documents. Subject to the express representations of Sellers herein and in the any Closing Documents executed and the provisions delivered by Seller expressly set forth herein and contained in the Closing Documents, upon this Agreement. Upon the Closing, the Buyer shall assume the risk that adverse matters, including, but not limited to, construction defects and adverse physical and environmental conditions, may not have been revealed by the Buyer’s investigations, and except for Seller warranties, representations, obligations and covenants expressly set forth in this Agreement or in the documents delivered by Seller at the Closing, Buyer, upon Closing, shall be deemed to have waived, relinquished and released Sellers Seller and Sellers’ Related Entities its affiliates from and against any and all claims, demands, causes of action (including causes of action in tort), losses, damages, liabilities, costs and expenses (including attorneys’ fees and court costs) all Losses of any and every kind or character, known or unknownunknown related thereto or arising therefrom, which the Buyer or any agent, representative, affiliate, employee, director, officer, partner, member, servant, shareholder or other person or entity Person acting on the Buyer’s behalf or otherwise related to or affiliated with the Buyer might have asserted or alleged against Sellers and/or Sellers’ Related Entities Seller at any time by reason of or arising out of any latent or patent construction defects, physical conditions (including environmental conditions), the Leases and the Tenants, violations of any Applicable Laws (including any Environmental Laws) or any and all other acts, omissions, events, circumstances or circumstances, conditions and/or matters regarding the Transferred Assets (including Property; provided, that Buyer does not waive its right to bring any action against, and does not hereby release, Lessee or Seller solely with respect to any claims that may independently arise under the Transferred Assets)Lease. Except as expressly set forth herein or in the any Closing DocumentsDocuments executed and delivered by Seller, the Buyer shall not look to Sellers or any of Sellers’ Related Entities Seller in connection with the foregoing for any redress or relief. The foregoing release shall be given full force and effect according to each of its expressed terms and provisions, including those relating to unknown and unsuspected claims, damages and causes of action. EXCEPT FOR SELLER WARRANTIES, REPRESENTATIONS, OBLIGATIONS AND COVENANTS EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN THE DOCUMENTS DELIVERED BY SELLER AT CLOSING, BUYER AGREES THAT THE TRANSFERRED ASSETS PROPERTY WILL BE SOLD AND CONVEYED TO (AND ACCEPTED BY) THE BUYER AT THE CLOSING IN THE THEN EXISTING CONDITION OF THE TRANSFERRED ASSETSPROPERTY, AS IS, WHERE IS, WITH ALL FAULTS, AND WITHOUT ANY WRITTEN OR VERBAL REPRESENTATIONS OR WARRANTIES WHATSOEVER (INCLUDING THE IMPLIED WARRANTY OF MERCHANTABILITY), WHETHER EXPRESS OR IMPLIED OR ARISING BY OPERATION OF LAW. The provisions of this Section 7.1 shall survive the Closing subject only to the applicable statute of limitations, other than representationsprovided, warranties however, nothing contained in this Section 7.1 shall be deemed to limit the rights and statements obligations of the Sellers expressly set forth in this Agreement and in parties to the Closing DocumentsLease.

Examination. In entering into this Agreement, the Buyer has not been induced by and has not relied upon any written or oral representations, warranties or statements, whether express or implied, made by any Seller, any partner of any Seller, or any affiliate, agent, employee, or other representative of any of the foregoing or by any broker or any other person representing or purporting to represent any Seller, with respect to the Transferred Assets or any other matter affecting or relating to the transactions contemplated hereby, other than those representations, warranties or statements expressly set forth in this Agreement and the Closing Documents. The Buyer acknowledges and agrees that, except as expressly set forth in this Agreement and the Closing Documents, no Seller makes any representations or warranties whatsoever, whether express or implied or arising by operation of law, with respect to the Transferred Assetssuch Seller’s Assets including, including but not limited to, any warranties or representations as to habitability, merchantability, fitness for a particular purpose, title, zoning, Tax tax consequences, latent or patent physical or environmental condition, utilities, operating history or projections, valuation, governmental approvals, the compliance of the Property with governmental laws, the truth, accuracy or completeness of the Property documents or any other information provided by or on behalf of Sellers Seller to the Buyer, or any other matter or thing regarding the Transferred AssetsProperty. The Buyer represents to Sellers Seller that the Buyer has conducted conducted, or will conduct prior to Closing, such investigations of the Transferred AssetsProperty, including but not limited to, the physical and environmental conditions of the Propertiesthereof, as the Buyer deems necessary to satisfy itself as to the condition of the Transferred Assets Property and the existence or nonexistence or curative action to be taken with respect to any hazardous or toxic substances on 38 or discharged from the Property, and will rely solely upon the same and not upon any information provided by or on behalf of Sellers Seller or their its agents or employees with respect thereto, other than such representations, warranties and covenants of Sellers Seller as are expressly set forth in this Agreement or the Closing Documents. Subject to the express representations of Sellers Seller herein and in the Closing Documents and the provisions set forth herein and contained in the Closing Documents, upon the Closing, the Buyer shall assume the risk that adverse matters, including, including but not limited to, construction defects and adverse physical and environmental conditions, may not have been revealed by the Buyer’s 's investigations, and the Buyer, upon Closing, shall be deemed to have waived, relinquished and released Sellers Seller and Sellers’ Seller-Related Entities from and against any and all claims, demands, causes of action (including including, without limitation, causes of action in tort), losses, damages, liabilities, costs and expenses (including including, without limitation, attorneys’ ' fees and court costs) of any and every kind or character, known or unknown, which the Buyer or any agent, representative, affiliate, employee, director, officer, partner, member, servant, shareholder or other person or entity acting on the Buyer’s 's behalf or otherwise related to or affiliated with the Buyer might have asserted or alleged against Sellers Seller and/or Sellers’ Seller-Related Entities at any time by reason of or arising out of any latent or patent construction defects, physical conditions (including including, without limitation, environmental conditions), the Leases and the Tenants, violations of any Applicable Laws applicable laws (including including, without limitation, any Environmental Lawsenvironmental laws) or any and all other acts, omissions, events, circumstances or matters regarding the Transferred Assets (including the Transferred Assets)Property. Except as expressly set forth herein or in the Closing Documents, the Buyer shall not look to Sellers Seller or any of Sellers’ Seller-Related Entities in connection with the foregoing for any redress or relief. The foregoing release shall be given full force and effect according to each of its expressed terms and provisions, including those relating to unknown and unsuspected claims, damages and causes of action. THE BUYER AGREES THAT THE TRANSFERRED ASSETS WILL BE SOLD AND CONVEYED TO (AND ACCEPTED BY) THE BUYER AT THE CLOSING IN THE THEN EXISTING CONDITION OF THE TRANSFERRED ASSETS, AS IS, WHERE IS, WITH ALL FAULTS, AND WITHOUT ANY WRITTEN OR VERBAL REPRESENTATIONS OR WARRANTIES WHATSOEVER (INCLUDING THE IMPLIED WARRANTY OF MERCHANTABILITY), WHETHER EXPRESS OR IMPLIED OR ARISING BY OPERATION OF LAW, other than representations, warranties and statements of the Sellers expressly set forth in this Agreement and in the Closing Documents.

Examination. In entering into this Agreement, the Buyer has not been induced by and has not relied upon any written or oral representations, warranties or statements, whether express or implied, made by any Seller, any partner of any Seller, or any affiliate, agent, employee, or other representative of any of the foregoing or by any broker or any other person representing or purporting to represent any Seller, with respect to the Transferred Assets or any other matter affecting or relating to the transactions contemplated hereby, other than those representations, warranties or statements expressly set forth in this Agreement and the Closing Documents. The Buyer acknowledges and agrees that, except as expressly set forth in this Agreement and the Closing Documents, no Seller makes any representations or warranties whatsoever, whether express or implied or arising by operation of law, with respect to the Transferred Assetssuch Seller’s Assets including, including but not limited to, any warranties or representations as to habitability, merchantability, fitness for a particular purpose, title, zoning, Tax tax consequences, latent or patent physical or environmental condition, utilities, operating history or projections, valuation, governmental approvals, the compliance of the Property with governmental laws, the truth, accuracy or completeness of the Property documents or any other information provided by or on behalf of Sellers Seller to the Buyer, or any other matter or thing regarding the Transferred AssetsProperty. The Buyer represents to Sellers Seller that the Buyer has conducted conducted, or will conduct prior to Closing, such investigations of the Transferred AssetsProperty, including but not limited to, the physical and environmental conditions of the Propertiesthereof, as the Buyer deems necessary to satisfy itself as to the condition of the Transferred Assets Property and the existence or nonexistence or curative action to be taken with respect to any hazardous or toxic substances on or discharged from the Property, and will rely solely upon the same and not upon any information provided by or on behalf of Sellers Seller or their its agents or employees with respect thereto, other than such representations, warranties and covenants of Sellers Seller as are expressly set forth in this Agreement or the Closing Documents. Subject to the express representations of Sellers Seller herein and in the Closing Documents and the provisions set forth herein and contained in the Closing Documents, upon the Closing, the Buyer shall assume the risk that adverse matters, including, including but not limited to, 34 construction defects and adverse physical and environmental conditions, may not have been revealed by the Buyer’s 's investigations, and the Buyer, upon Closing, shall be deemed to have waived, relinquished and released Sellers Seller and Sellers’ Seller-Related Entities from and against any and all claims, demands, causes of action (including including, without limitation, causes of action in tort), losses, damages, liabilities, costs and expenses (including including, without limitation, attorneys’ ' fees and court costs) of any and every kind or character, known or unknown, which the Buyer or any agent, representative, affiliate, employee, director, officer, partner, member, servant, shareholder or other person or entity acting on the Buyer’s 's behalf or otherwise related to or affiliated with the Buyer might have asserted or alleged against Sellers Seller and/or Sellers’ Seller-Related Entities at any time by reason of or arising out of any latent or patent construction defects, physical conditions (including including, without limitation, environmental conditions), the Leases and the Tenants, violations of any Applicable Laws applicable laws (including including, without limitation, any Environmental Lawsenvironmental laws) or any and all other acts, omissions, events, circumstances or matters regarding the Transferred Assets (including the Transferred Assets)Property. Except as expressly set forth herein or in the Closing Documents, the Buyer shall not look to Sellers Seller or any of Sellers’ Seller-Related Entities in connection with the foregoing for any redress or relief. The foregoing release shall be given full force and effect according to each of its expressed terms and provisions, including those relating to unknown and unsuspected claims, damages and causes of action. THE BUYER AGREES THAT THE TRANSFERRED ASSETS WILL BE SOLD AND CONVEYED TO (AND ACCEPTED BY) THE BUYER AT THE CLOSING IN THE THEN EXISTING CONDITION OF THE TRANSFERRED ASSETS, AS IS, WHERE IS, WITH ALL FAULTS, AND WITHOUT ANY WRITTEN OR VERBAL REPRESENTATIONS OR WARRANTIES WHATSOEVER (INCLUDING THE IMPLIED WARRANTY OF MERCHANTABILITY), WHETHER EXPRESS OR IMPLIED OR ARISING BY OPERATION OF LAW, other than representations, warranties and statements of the Sellers expressly set forth in this Agreement and in the Closing Documents.

Examination. In entering into this Agreement, the Buyer has not been induced by and has not relied upon any written or oral representations, warranties or statements, whether express or implied, made by any Seller, any partner of any Seller, or any affiliate, agent, employee, officer, director, or other representative of any of the foregoing or by any broker or any other person representing or purporting to represent any SellerSeller or any of its affiliates, with respect to the Transferred Assets or any other matter affecting or relating to the transactions contemplated hereby, other than those representations, warranties or statements expressly set forth in this Agreement and the Closing Documentsany Deed. The Buyer acknowledges and agrees that, except as expressly set forth in this Agreement and the Closing Documentsany Deed, no Seller makes any representations or warranties whatsoever, whether express or implied or arising by operation of law, with respect to the Transferred Assets, including any warranties or representations as to habitability, merchantability, fitness for a particular purpose, title, zoning, Tax consequences, latent or patent physical or environmental condition, utilities, operating history or projections, valuation, governmental approvals, the compliance of the Transferred Assets with governmental laws, the truth, accuracy or completeness of the Transferred Assets documents or any other information provided by or on behalf of Sellers to the Buyer, or any other matter or thing regarding the Transferred Assets. The Buyer represents to Sellers that the Buyer has conducted such investigations of the Transferred Assets, including but not limited to, the physical and environmental conditions of the Properties, as the Buyer deems necessary to satisfy itself as to the condition of the Transferred Assets and the existence or nonexistence or curative action to be taken with respect to any hazardous or toxic substances on or discharged from the Property, and will rely solely upon the same and not upon any information provided by or on behalf of Sellers or their agents or employees with respect thereto, other than such representations, warranties and covenants of Sellers as are expressly set forth in this Agreement or the Closing Documentsand any Deed. Subject to the express representations of Sellers herein and in the Closing Documents and the provisions set forth herein and contained in the Closing Documentsany Deed, upon the Closing, the Buyer shall assume the risk that adverse matters, including, but not limited to, construction defects and adverse physical and environmental conditions, may not have been revealed by the Buyer’s investigations, and the Buyer, upon Closing, shall be deemed to have waived, relinquished and released Sellers and Sellers’ Related Entities from and against any and all claims, demands, causes of action (including causes of action in tort), losses, damages, liabilities, costs and expenses (including attorneys’ fees and court costs) of any and every kind or character, known or unknown, which the Buyer or any agent, representative, affiliate, employee, director, officer, partner, member, servant, shareholder or other person or entity acting on the Buyer’s behalf or otherwise related to or affiliated with the Buyer might have asserted or alleged against Sellers and/or Sellers’ Related Entities at any time by reason of or arising out of any latent or patent construction defects, physical conditions (including environmental conditions), the Leases and the Tenants, violations of any Applicable Laws (including any Environmental Laws) or any and all other acts, omissions, events, circumstances or matters regarding the Transferred Assets (including the Transferred Assets). Except as expressly set forth herein (including, without limitation, with respect to any indemnification obligations of Sellers set forth herein) or in the Closing Documentsany Deed, the Buyer shall not look to Sellers or any of Sellers’ Related Entities in connection with the foregoing for any redress or relief. The foregoing release shall be given full force and effect according to each of its expressed terms and provisions, including those relating to unknown and unsuspected claims, damages and causes of action. Notwithstanding anything contained herein (including the foregoing releases), in no event shall Buyer be deemed to have released Sellers or Sellers’ Related Entities from fraud. THE BUYER AGREES THAT THE TRANSFERRED ASSETS WILL BE SOLD AND CONVEYED TO (AND ACCEPTED BY) THE BUYER AT THE CLOSING IN THE THEN EXISTING CONDITION OF THE TRANSFERRED ASSETS, AS IS, WHERE IS, WITH ALL FAULTS, AND WITHOUT ANY WRITTEN OR VERBAL REPRESENTATIONS OR WARRANTIES WHATSOEVER (INCLUDING THE IMPLIED WARRANTY OF MERCHANTABILITY), WHETHER EXPRESS OR IMPLIED OR ARISING BY OPERATION OF LAW, other than representations, warranties and statements of the Sellers expressly set forth in this Agreement and in the Closing Documentsany Deed.

Examination. Buyer will be making such examination of the Assets and all other matters affecting or relating to the transactions contemplated hereunder as Buyer has deemed necessary. In entering into this Agreement, the Buyer has not been induced by and has not relied upon any written or oral representations, warranties or statements, whether express or implied, made by Seller or any SellerAffiliate, any partner member or manager of any Seller, or any affiliateofficer, director, member, agent, employee, or other representative of any of the foregoing or by any broker or any other person representing or purporting to represent any Seller, Seller with respect to the Transferred Assets, the Condition of the Assets or any other matter affecting or relating to the transactions contemplated hereby, other than those representations, warranties or statements expressly set forth in this Agreement. Buyer's obligations under this Agreement and the Closing Documentsshall not be subject to any contingencies, diligence or conditions except as expressly set forth in this Agreement. The Buyer acknowledges and agrees that, except as expressly set forth in this Agreement and the Closing Documentsherein, no Seller makes any no representations or warranties whatsoever, whether express or implied or arising by operation of law, with respect to the Transferred Assets, including any warranties Assets or representations as to habitability, merchantability, fitness for a particular purpose, title, zoning, Tax consequences, latent or patent physical or environmental condition, utilities, operating history or projections, valuation, governmental approvals, the compliance with governmental laws, Condition of the truth, accuracy or completeness of documents or any other information provided by or on behalf of Sellers to the Buyer, or any other matter or thing regarding the Transferred Assets. The Buyer represents to Sellers that the Buyer has conducted such investigations of the Transferred Assets, including but not limited to, the physical and environmental conditions of the Properties, as the Buyer deems necessary to satisfy itself as to the condition of the Transferred Assets and the existence or nonexistence or curative action to be taken with respect to any hazardous or toxic substances on or discharged from the Property, and will rely solely upon the same and not upon any information provided by or on behalf of Sellers or their agents or employees with respect thereto, other than such representations, warranties and covenants of Sellers as are expressly set forth in this Agreement or the Closing Documents. Subject to the express representations of Sellers herein and in the Closing Documents and the provisions set forth herein and contained in the Closing Documents, upon the Closing, the Buyer shall assume the risk that adverse matters, including, but not limited to, construction defects and adverse physical and environmental conditions, may not have been revealed by the Buyer’s investigations, and the Buyer, upon Closing, shall be deemed to have waived, relinquished and released Sellers and Sellers’ Related Entities from and against any and all claims, demands, causes of action (including causes of action in tort), losses, damages, liabilities, costs and expenses (including attorneys’ fees and court costs) of any and every kind or character, known or unknown, which the Buyer or any agent, representative, affiliate, employee, director, officer, partner, member, servant, shareholder or other person or entity acting on the Buyer’s behalf or otherwise related to or affiliated with the Buyer might have asserted or alleged against Sellers and/or Sellers’ Related Entities at any time by reason of or arising out of any latent or patent construction defects, physical conditions (including environmental conditions), the Leases and the Tenants, violations of any Applicable Laws (including any Environmental Laws) or any and all other acts, omissions, events, circumstances or matters regarding the Transferred Assets (including the Transferred Assets). Except as expressly set forth herein or in the Closing Documents, the Buyer shall not look to Sellers or any of Sellers’ Related Entities in connection with the foregoing for any redress or relief. The foregoing release shall be given full force and effect according to each of its expressed terms and provisions, including those relating to unknown and unsuspected claims, damages and causes of action. THE BUYER AGREES THAT THE TRANSFERRED ASSETS WILL BE SOLD AND CONVEYED TO (AND ACCEPTED BY) THE BUYER AT THE CLOSING IN THE THEN EXISTING CONDITION OF THE TRANSFERRED ASSETS, AS IS, WHERE ISIS , WITH ALL FAULTS, AND WITHOUT ANY WRITTEN OR VERBAL REPRESENTATIONS OR WARRANTIES WHATSOEVER (INCLUDING THE IMPLIED WARRANTY OF MERCHANTABILITY), WHETHER EXPRESS OR IMPLIED OR ARISING BY OPERATION OF LAW, other than representations, warranties and statements of the Sellers as expressly set forth in this Agreement. Without limiting the generality of the foregoing, except as set forth in this Agreement, the transactions contemplated by this Agreement are without statutory, express or implied warranty, representat ion, agreement, statement or expression of opinion of or with respect to the Condition of the Assets or any aspect thereof, including, without lx xxxxx ion, (i) any and all statutory, express or implied representations or warranties related to the suitability for habitation, merchantability, or fitness for a particular purpose, (ii) any statutory, express or implied representations or warranties created by any affirmation of fact or promise, by any description of the Assets or by operation of law and (iii) all other statutory, express or implied representations or warranties by Seller whatsoever. Buyer acknowledges that Buyer has knowledge and expertise in financial and business matters that enable Buyer to evaluate the merits and risks of the transactions contemplated by this Agreement. The provisions of this Section 7.2 shall survive the Closing Documentswithout limitation and shall not be deemed merged into any instrument or conveyance delivered at the Closing.

Examination. In entering into As soon as practical after the Effective Date, Seller shall deliver to Buyer all of the materials set forth on Schedule 6(b) attached hereto to the extent that such materials are in the possession or control of Seller (together with the Title Reports, Surveys, Zoning Reports, Environmental Reports and PCRs, collectively, the “Due Diligence Materials”). If there is any delay by Seller in the delivery of the Due Diligence Materials set forth in Schedule 6(b) by Seller to Buyer, for each day that passes thereafter until all of such materials are delivered to Buyer the Due Diligence Period shall be extended by one (1) day. Additionally, during the term of this Agreement, the Buyer has not been induced by and has not relied upon any written or oral representations, warranties or statements, whether express or implied, made by any Seller, any partner of any Seller, or any affiliate, agent, employee, or other representative of any of the foregoing or by any broker or any other person representing or purporting to represent any Seller, with respect to the Transferred Assets or any other matter affecting or relating to the transactions contemplated hereby, other than those representations, warranties or statements expressly set forth in this Agreement and the Closing Documents. The Buyer acknowledges and agrees that, except as expressly set forth in this Agreement and the Closing Documents, no Seller makes any representations or warranties whatsoever, whether express or implied or arising by operation of law, with respect to the Transferred Assets, including any warranties or representations as to habitability, merchantability, fitness for a particular purpose, title, zoning, Tax consequences, latent or patent physical or environmental condition, utilities, operating history or projections, valuation, governmental approvals, the compliance with governmental laws, the truth, accuracy or completeness of documents or any other information provided by or on behalf of Sellers to the Buyer, or any other matter or thing regarding its agents and designees, shall have the Transferred Assets. The Buyer represents right to Sellers that enter the Buyer has conducted such investigations Property during normal business hours for the purposes of the Transferred Assets, including but not limited to, the physical and environmental conditions of the Properties, as the Buyer deems necessary to satisfy itself as to the condition of the Transferred Assets and the existence or nonexistence or curative action to be taken with respect to any hazardous or toxic substances on or discharged from inspecting the Property, and will rely solely upon making surveys, mechanical and structural engineering studies, inspecting construction, and conducting any other investigations and inspections as Buyer may desire to assess the same condition and suitability of the Property (collectively, “Buyer’s Inspections”); provided, however, that Buyer’s Inspections shall not upon materially damage the Property or interfere with the conduct of business by Seller or any information of Seller’s tenants and Buyer and its agent and designees shall not discuss the transactions contemplated hereby with any on-site employees of Seller or other personnel at the Property without Seller’s consent; and provided by or on behalf of Sellers or their agents or employees with respect theretofurther, other than such representationshowever, warranties and covenants of Sellers as are expressly set forth in this Agreement or the Closing Documents. Subject to the express representations of Sellers herein and in the Closing Documents and the provisions set forth herein and contained in the Closing Documents, upon the Closing, the that Buyer shall assume the risk that adverse matters, including, but not limited to, construction defects (i) indemnify and adverse physical and environmental conditions, may not have been revealed by the Buyer’s investigations, and the Buyer, upon Closing, shall be deemed to have waived, relinquished and released Sellers and Sellers’ Related Entities hold Seller harmless from and against any and all claims, demandsjudgments, causes fines, penalties, reasonable out- of-pocket costs, expenses and damages to the extent resulting from damage to the Property or injury to persons as a result of action the activities of Buyer and its agents and designees on the Property (including causes of action in tortincluding, but not limited to, reasonable out-of-pocket attorneys’ fees), losses(ii) repair any and all damage caused, damagesin whole or in part, liabilitiesby Buyer, costs which obligations shall survive any termination of this Agreement; except, however, that Buyer shall not be responsible for any repairs necessitated by Buyer’s discovery of any pre-existing conditions on the Property during Buyer’s diligence inspections except to the extent any such conditions are exacerbated by Buyer, and expenses (including attorneys’ fees iii) not conduct a Phase II Environmental Site Assessment or any other invasive testing, sampling or investigation without Seller’s prior written consent as determined in Seller’s sole discretion. Before entering the Property, Buyer shall provide to Seller evidence of insurance coverage reasonably acceptable to Seller for all examinations and court costsinspections by or on behalf of Buyer and shall give at least one (1) business day’s prior written notice to Seller’s designated representative(s) of such entry upon the Property by Buyer, and Seller may have any of its representative, agents, and/or contractors ​ ​ ​ (collectively, “Seller’s Designated Representatives”) present during any and every kind all examinations, inspections and/or studies on the Property, provided that if Buyer provides Seller with timely notice of such examination, inspection or characterstudy, known then Seller and/or Seller’s Designated Representatives’ failure to be present shall not prohibit Buyer from conducting such examination, inspection and/or study. All information provided by or unknownon behalf of Seller to Buyer relating to the Property and all information obtained by Buyer relating to the Property in the course of Buyer’s Inspections, including, without limitation, any property survey, engineer report or assessment, environmental assessment or audit (excepting from all of the foregoing any information and/or documentation available in the public domain, which the Buyer or any agentBuyer Representative receives from a third party that is not subject to a duty of confidentiality with respect to such information, representativeor is independently developed by Buyer or any Buyer Representative without the use of such information, affiliatein each case which shall not be treated as confidential) shall be treated as confidential information by Buyer and Buyer shall instruct all of its employees, employeeagents, directorrepresentatives and contractors as to the confidentiality of all such information, officer, partner, member, servant, shareholder or other person or entity acting on the provided that Buyer may disclose such information as it deems necessary to Buyer’s behalf or otherwise related attorneys, agents, counsel, advisors, employees, agents, representatives, accountants, financial advisors, investors, potential investors, potential lenders, lenders and lenders’ attorneys (the “Buyer Representatives”), provided that the parties to or affiliated with whom such information is disclosed are informed of the confidential nature thereof. Notwithstanding the foregoing, Buyer and the Buyer might have asserted Representatives shall be permitted to disclose the applicable information as required to comply with any applicable law, including, without limitation any regulation, court order or alleged against Sellers and/or Sellers’ Related Entities at subpoena; provided that Buyer shall be responsible for any time breaches of this Section 6(b) by reason any Buyer Representative, and shall indemnify Seller with respect to same regardless of whether or arising out not a Buyer Representative was informed of any latent or patent construction defects, physical conditions (including environmental conditions), the Leases and confidential natural of the Tenants, violations of any Applicable Laws (including any Environmental Laws) or any and all other acts, omissions, events, circumstances or matters regarding the Transferred Assets (including the Transferred Assets). Except as expressly set forth herein or in the Closing Documents, information provided to the Buyer shall not look Representative. Notwithstanding anything to Sellers or any of Sellers’ Related Entities in connection with the foregoing for any redress or relief. The foregoing release shall be given full force and effect according to each of its expressed terms and provisions, including those relating to unknown and unsuspected claims, damages and causes of action. THE BUYER AGREES THAT THE TRANSFERRED ASSETS WILL BE SOLD AND CONVEYED TO (AND ACCEPTED BY) THE BUYER AT THE CLOSING IN THE THEN EXISTING CONDITION OF THE TRANSFERRED ASSETS, AS IS, WHERE IS, WITH ALL FAULTS, AND WITHOUT ANY WRITTEN OR VERBAL REPRESENTATIONS OR WARRANTIES WHATSOEVER (INCLUDING THE IMPLIED WARRANTY OF MERCHANTABILITY), WHETHER EXPRESS OR IMPLIED OR ARISING BY OPERATION OF LAW, other than representations, warranties and statements of the Sellers expressly set forth contrary contained in this Agreement or in that certain Confidentiality Agreement with an effective date of February 23, 2022, by and between Seller and Oak Street Real Estate Capital, LLC, Seller shall have the right, in Seller’s sole and absolute discretion, to (i) issue a press release stating that it has entered into an agreement to sell the Closing Documents.Property without identifying Buyer, and (ii) to disclose the material terms of this Agreement and the name of the Buyer in Seller’s Form 8-K filing with the United States Securities and Exchange Commission (the “SEC”) and to file a copy of this Agreement as may be required by the SEC; provided that in each event of (i) and (ii) Seller shall provide to Buyer a copy of such release or filing, as applicable, in advance thereof for Buyer’s approval (not to be unreasonably withheld, conditioned or delayed) solely to confirm that the same are factually accurate. ​

Examination. In entering into Seller shall provide to Buyer: (i) upon execution of this Agreement, copies of the following documents and materials pertaining to each Property to the extent within Seller’s possession or readily obtainable by Seller: a title commitment/policy; copies of title exception documents; ALTA survey; site plans and specifications; architectural plans; environmental/hazardous material reports; soils reports; governmental permits/approvals; zoning information; real property tax and assessment information; utility letters; copies of the Leases and copies of all correspondence related to the Leases; any documents required to be delivered by Seller to Buyer has not been induced pursuant to Section 11 hereof; and any other documents relating to a Property reasonably requested by and has not relied Buyer; (ii) upon any written or oral representationsexecution of this Agreement, warranties or statements, whether express or implied, made by any a copy of the certificate of formation of Seller, any partner a copy of any the operating agreement of Seller, or any affiliatean incumbency certificate for Seller, agent, employee, or other representative and a W-9 of any Seller; and (iii) upon the occurrence of the foregoing or by any broker or Delivery Date for each Property, the Evidence of Completion (as defined in the Lease) (collectively, the “Due Diligence Materials”). Upon delivery to Buyer of all of the Due Diligence Materials applicable to a particular Property, Seller shall deliver a written certification to Buyer stating that all of the Due Diligence Materials applicable to a Property has been delivered to Buyer (the “Due Diligence Certification”). Throughout the term of this Agreement, Buyer, its agents and designees, shall have the right to enter each Property for the purposes of inspecting each Property, conducting soil tests, environmental studies, and making surveys, mechanical and structural engineering studies, inspecting construction, and conducting any other person representing or purporting investigations and inspections as Buyer may reasonably require to represent any Sellerassess the condition and suitability of each Property; provided, with respect to the Transferred Assets or any other matter affecting or relating to the transactions contemplated herebyhowever, other than those representations, warranties or statements expressly set forth in this Agreement and the Closing Documents. The Buyer acknowledges and agrees that, except as expressly set forth in this Agreement and the Closing Documents, no Seller makes any representations or warranties whatsoever, whether express or implied or arising by operation of law, with respect to the Transferred Assets, including any warranties or representations as to habitability, merchantability, fitness for a particular purpose, title, zoning, Tax consequences, latent or patent physical or environmental condition, utilities, operating history or projections, valuation, governmental approvals, the compliance with governmental laws, the truth, accuracy or completeness of documents or any other information provided that such activities by or on behalf of Sellers to Buyer on a Property shall not damage such Property nor interfere with construction on the Buyer, Property or any other matter or thing regarding the Transferred Assets. The Buyer represents to Sellers that the Buyer has conducted such investigations conduct of the Transferred Assets, including but not limited to, the physical and environmental conditions of the Properties, as the Buyer deems necessary to satisfy itself as to the condition of the Transferred Assets and the existence or nonexistence or curative action to be taken with respect to any hazardous or toxic substances on or discharged from the Property, and will rely solely upon the same and not upon any information provided business by or on behalf of Sellers or their agents or employees with respect thereto, Tenant other than such representationsto a de minimis extent; and provided further, warranties and covenants of Sellers as are expressly set forth in this Agreement or the Closing Documents. Subject to the express representations of Sellers herein and in the Closing Documents and the provisions set forth herein and contained in the Closing Documentshowever, upon the Closing, the that Buyer shall assume the risk that adverse matters, including, but not limited to, construction defects indemnify and adverse physical and environmental conditions, may not have been revealed by the Buyer’s investigations, and the Buyer, upon Closing, shall be deemed to have waived, relinquished and released Sellers and Sellers’ Related Entities hold Seller harmless from and against any and all claimsclaims or damages to the extent resulting from the activities of Buyer on each Property, demandsprovided, causes however, in no event shall Buyer be responsible or liable in any way for any pre-existing conditions, including any hazardous materials discovered during its inspections of action (including causes of action in tort)a Property, losses, damages, liabilities, costs and expenses (including attorneys’ fees and court costs) of Buyer shall repair any and every kind all damage caused, in whole or characterin part, known or unknownby Buyer and return each Property to substantially the same condition that existed prior to such damage, which the Buyer obligation shall survive Closing or any agenttermination of this Agreement. Buyer shall give Seller reasonable written notice (which in any event shall not be less than one (1) business day, representativeor such other period of time as required under the Lease) before entering each Property. Seller may have a representative present during any and all examinations, affiliateinspections and/or studies on a Property. Buyer shall have the unconditional right, employeefor any reason or no reason at all, director, officer, partner, member, servant, shareholder to terminate this Agreement as to one or other person or entity acting on more of the Buyer’s behalf or otherwise related Properties by giving written notice thereof to or affiliated with the Buyer might have asserted or alleged against Sellers and/or Sellers’ Related Entities Seller at any time by reason prior to 5:00 p.m. Eastern Standard Time on the last day of the Examination Period applicable to a particular Property, in which event: (i) this Agreement shall be deemed terminated as to any such rejected Property and neither party shall have any further rights, obligations or arising out liabilities with respect to such rejected Property, except with respect to any obligations that expressly survive termination of any latent or patent construction defects, physical conditions this Agreement as contained herein; and (including environmental conditions), the Leases and the Tenants, violations of any Applicable Laws (including any Environmental Lawsii) or any and all other acts, omissions, events, circumstances or matters regarding the Transferred Assets (including the Transferred Assets). Except as expressly set forth herein or there shall be a reduction in the Purchase Price payable by Buyer at Closing Documentsby the amount allocated to the Property designated for removal from this transaction as shown on Schedule 1 hereof. If Buyer does not elect to terminate this Agreement as to any one or more Properties prior to the expiration of the applicable Examination Period, the Buyer shall not look to Sellers or any of Sellers’ Related Entities in connection with the foregoing for any redress or relief. The foregoing release conclusively shall be deemed to have waived its right to terminate this Agreement pursuant to this Section 6(b) with respect to such particular Property. Notwithstanding anything to the contrary contained in this Agreement, amendments to this Agreement to extend an Examination Period may be agreed in writing or email transmission by each party or each party’s respective attorney and any notices to terminate this Agreement pursuant to this Section 6(b) may be given full force by Buyer or Buyer’s attorney by email transmission to Seller and/or Seller’s attorney, provided, however, any notice of termination given by email transmission shall be deemed delivered and effect according to each of its expressed terms and provisionseffective upon the date sent by the Party, including those relating to unknown and unsuspected claims, damages and causes of action. THE BUYER AGREES THAT THE TRANSFERRED ASSETS WILL BE SOLD AND CONVEYED TO (AND ACCEPTED BY) THE BUYER AT THE CLOSING IN THE THEN EXISTING CONDITION OF THE TRANSFERRED ASSETS, AS IS, WHERE IS, WITH ALL FAULTS, AND WITHOUT ANY WRITTEN OR VERBAL REPRESENTATIONS OR WARRANTIES WHATSOEVER (INCLUDING THE IMPLIED WARRANTY OF MERCHANTABILITY), WHETHER EXPRESS OR IMPLIED OR ARISING BY OPERATION OF LAW, other than representations, warranties and statements provided however the such email notice shall also be sent by one of the Sellers expressly means set forth in Section 15 of this Agreement and in the Closing DocumentsAgreement.