Common use of No Reliance, Properties As Is Clause in Contracts

No Reliance, Properties As Is. Each of the Company and the Operating Partnership acknowledge that, except for the Contributor’s representations set forth in Section 3.2, it has not relied upon any statements, representations or warranties by the Contributor or any agent of the Contributor. Without limiting the generality of the foregoing, each of the Company and the Operating Partnership acknowledge and agree that any environmental, physical condition or other reports provided or made available to it by the Contributor or the Contributor’s agents are provided or made available without any representation or warranty of any kind, express or implied, as to the completeness or accuracy of the facts, presumptions, conclusions or other matters contained therein. Except for the Contributor’s representations set forth in Section 3.2, each of the Company and the Operating Partnership agree that (i) the Properties shall be contributed to the Operating Partnership (through the contribution of the Holdings Interests) and that the Company and the Operating Partnership shall accept possession of the Properties on the Closing Date strictly on an “AS IS, WHERE IS” and “WITH ALL FAULTS, LIABILITIES, AND DEFECTS, LATENT OR OTHERWISE, KNOWN OR UNKNOWN” basis, with no right of set-off or reduction in the Consideration, and (ii) such contribution shall be without representation or warranty of any kind, express or implied, including any warranty of income potential, operating expenses, conformance of financial information to generally accepted accounting principles, uses, merchantability or fitness for a particular purpose and that the Contributor has, by executing this Agreement, disclaimed and renounced any such representation or warranty.