Knowledge of Properties. The Operating Partnership is a sophisticated real estate investor. The Operating Partnership is relying upon its own independent analysis and assessment, and the advice of such the Operating Partnership's advisors, and not upon that of Contributor or any of Contributor's Affiliates, for purposes of evaluating, entering into, and consummating the transactions contemplated by this Agreement.
Knowledge of Properties. Buyer is a sophisticated real estate investor. Buyer is relying upon its own independent analysis and assessment, and the advice of such Buyer's advisors, and not upon that of Seller or any of Seller's affiliates, for purposes of evaluating, entering into, and consummating the transactions contemplated by this Purchase Agreement.
Knowledge of Properties. The Operating Partnership understands and agrees that:
(a) it is a sophisticated investor in real property who is familiar with investments similar to the Related Properties and the Contributed Interests;
(b) except as may be specifically set forth in this Agreement or in the closing documents, the Contributor has not made any representation or warranty of any kind whatsoever, whether oral or written, express or implied, with respect to any of the Contributed Entities, any of the Contributed Interests, any of the Related Properties, the permitted use of any of the Related Properties, or the zoning and other laws, regulations and rules applicable thereto, or the compliance by any of the Related Properties therewith, the revenues and expenses generated by or associated with any of the Related Properties or any of the Contributed Interests, or otherwise relating to any of the Contributed Entities, any of the Related Properties, any of the Contributed Interests, or the transactions contemplated herein;
(c) except as may be specifically set forth in this Agreement or in the closing documents, the Contributed Interests are being transferred to the Operating Partnership, and the Operating Partnership is accepting the Contributed Interests and indirect possession of the Related Properties, in each case, in their present “as is, where is” condition “with all faults”, with no right of setoff or deduction from the Contributor’s Formation Transaction Value;
(d) unknown conditions may exist with respect to any of the Related Properties, the Contributed Entities, and/or the Contributed Interests, and the Operating Partnership explicitly took the possibility of such unknown conditions into account, together with the express representations and warranties contained herein, in determining and agreeing to the Contributor’s Formation Transaction Value; and
(e) it has been afforded the opportunity to make any and all inspections and due diligence of the Related Properties, the Contributed Entities, and any other matters related to the Contributed Interests as it reasonably desired and, accordingly, except as may be specifically set forth in this Agreement or in the closing documents, it is relying solely on its own due diligence and investigations in acquiring the Contributed Interests and the Related Properties.
Knowledge of Properties. Except for the express written representations of the Contributors set forth in this Agreement, the Operating Partnership is relying upon its own independent analysis and assessment, and the advice of such the Operating Partnership’s advisors, and not upon that of a Contributor or any of a Contributor’s Affiliates, for purposes of evaluating, entering into, and consummating the transactions contemplated by this Agreement.
