Common use of NO REPRESENTATIONS OR WARRANTIES BY SELLER Clause in Contracts

NO REPRESENTATIONS OR WARRANTIES BY SELLER. Buyer acknowledges ------------------------------------------- and agrees that Seller has not made, does not make and specifically negates and disclaims any representations, warranties, promises, covenants, agreements 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: (a) the value, nature, quality or condition of the Assigned Rents and the advisability of Buyer purchasing the Assigned Rents; (b) the profitability of purchasing the Assigned Rents; (c) Buyer affirms that it has not relied on Seller's skill or judgment to decide whether and under what conditions to purchase the Assigned Rents and further affirms that Seller has made no warranty that the purchase is appropriate or that the purchase will be economically viable; (d) the value, use, or quality of the Assigned Rents; Buyer further acknowledges: (e) no person acting on behalf of Seller is authorized to make, and by execution of this Agreement Buyer acknowledges that no person has made, any representation, agreement, statement, warranty, guaranty or promise regarding the purchase to be made by Buyer or any transaction contemplated herein; and no such representation, warranty, agreement, guaranty, statement or promise if any, made by any person acting on behalf of Seller shall be valid or binding upon Seller unless expressly set forth herein; (f) it has been given the opportunity to inspect all aspects of Assigned Rents, including without limitation, all financial aspects of Assigned Rents and is relying solely on its own investigation of Assigned Rents and not on any information provided or to be provided by Seller. The provisions of this section 2.5 shall survive the closing or any termination of this Agreement.

NO REPRESENTATIONS OR WARRANTIES BY SELLER. Buyer Except as expressly otherwise provided in this Agreement, Purchaser specifically acknowledges ------------------------------------------- and agrees that Seller is selling and Purchaser is purchasing the Property on an “AS IS WITH ALL FAULTS” basis and that, except with respect to the representations and warranties set forth in this Agreement, Purchaser is not relying on any oral or written representations or warranties of any kind whatsoever, express or implied, from Seller, its employees, directors, officers, agents, consultants, contractors, subcontractors or brokers as to any matters concerning the Property including, without limitation, any information contained in any report, plan, specification, study, analysis, document, or other written material given by or on behalf of Seller to Purchaser with respect to the Property. Purchaser acknowledges that it has had access to and sufficient time to review all information, documents, agreements, studies and tests relating to the Property which it deems necessary or desirable and that it has conducted or will conduct to its satisfaction a complete and thorough inspection, testing, analysis and evaluation of the Property, including but not limited to environmental issues, if any. Purchaser is fully aware of, or will investigate, pursuant to the provisions of this Agreement, the condition of the Property as well as all facts, circumstances and information which may affect the development, use, operation or profitability of the Property, and has relied and will rely on its own due diligence investigation in determining to purchase the Property rather than on any information that may have been provided by Seller other than the representations and warranties contained in this Agreement or any documents delivered by Seller at the Closing. To the extent that Seller, or its employees, directors, officers, agents, consultants, contractors, or subcontractors, has provided to Purchaser or hereafter provides to Purchaser pursuant to the provisions of this Agreement any reports, plans, specifications, studies, analyses, documents or other materials, or any other information whatsoever, relating to the Property, Seller has made and hereby makes no representations or warranties with respect to the accuracy or completeness of the same or otherwise concerning such documents, materials or information. Without in any way limiting the generality of the preceding paragraph, in entering into this Agreement and purchasing the Property, Purchaser hereby acknowledges that, except as set forth in this Agreement or any documents delivered by Seller at the Closing, Seller, its employees, directors, officers, agents, consultants, contractors, and subcontractors has not made, does not hereby make and specifically negates and disclaims will not hereafter be deemed to have made any representations, warranties, promises, covenants, agreements representations or guaranties of any kind warranties or character whatsoeverguarantees, whether express or implied, oral or written, past, present or future, of, as to, concerning or with respect to: (a) to the value, nature, quality Property or the physical condition of the Assigned Rents and the advisability of Buyer purchasing the Assigned Rents; (b) the or profitability of purchasing the Assigned Rents; (c) Buyer affirms that it has not relied on Seller's skill or judgment to decide whether and under what conditions to purchase the Assigned Rents and further affirms that Seller has made no warranty that the purchase is appropriate or that the purchase will be economically viable; (d) the value, use, or quality of the Assigned Rents; Buyer further acknowledges: (e) no person acting on behalf of Seller is authorized to make, and by execution of this Agreement Buyer acknowledges that no person has made, any representation, agreement, statement, warranty, guaranty or promise regarding the purchase to be made by Buyer or any transaction contemplated herein; and no such representation, warranty, agreement, guaranty, statement or promise if any, made by any person acting on behalf of Seller shall be valid or binding upon Seller unless expressly set forth herein; (f) it has been given the opportunity to inspect all aspects of Assigned Rentsthereof, including without limitation: (I) THE QUALITY, all financial aspects of Assigned Rents and is relying solely on its own investigation of Assigned Rents and not on any information provided or to be provided by SellerNATURE, ADEQUACY AND PHYSICAL CONDITION OF THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, THE ELECTRICAL, MECHANICAL, HVAC, PLUMBING, SEWAGE, AND UTILITY SYSTEMS, AND THE STRUCTURAL ELEMENTS, FOUNDATION, ROOF, APPURTENANCES, ACCESS, LANDSCAPING, AND PARKING FACILITIES. (II) THE QUALITY, NATURE, ADEQUACY, AND PHYSICAL CONDITION OF SOILS, GEOLOGY AND GROUNDWATER. (III) THE EXISTENCE, QUALITY, NATURE, ADEQUACY AND PHYSICAL CONDITION OF UTILITIES SERVICING THE PROPERTY. (IV) THE DEVELOPMENT POTENTIAL OF THE PROPERTY, AND THE PROPERTY’S USE, HABITABILITY, MERCHANTABILITY, FITNESS, SUITABILITY, VALUE OR ADEQUACY OF THE PROPERTY FOR ANY PARTICULAR PURPOSE. (V) THE ZONING OR OTHER LEGAL STATUS OF THE PROPERTY OR ANY OTHER PUBLIC OR PRIVATE RESTRICTIONS ON THE USE OF THE PROPERTY. (VI) THE COMPLIANCE OF THE PROPERTY OR ITS OPERATION WITH ANY APPLICABLE CODES, LAWS, AND RESTRICTIONS OF ANY GOVERNMENTAL OR QUASI-GOVERNMENTAL ENTITY OR OF ANY OTHER PERSON OR ENTITY. (VII) THE PRESENCE OF HAZARDOUS SUBSTANCES ON, UNDER, IN, OR ABOUT THE PROPERTY OR THE ADJOINING OR NEIGHBORING PROPERTY OR THE EXISTENCE OF ANY UNDERGROUND TANKS, CONTAINERS, OR CONDUITS IN, ON, OR ABOUT THE PROPERTY. (VIII) THE EXPENSES AND POTENTIAL RENTAL INCOME ASSOCIATED WITH THE OWNERSHIP, OPERATION AND MAINTENANCE OF THE PROPERTY. (IX) THE QUALITY OF CONSTRUCTION OF THE BUILDINGS OR ANY OTHER IMPROVEMENTS ON THE PROPERTY. (X) EXCEPT FOR THE WARRANTY COVENANTS TO BE CONTAINED IN THE DEED TO BE DELIVERED AT THE CLOSING, THE QUALITY OF SELLER’S TITLE TO THE PROPERTY, AND THE EXISTENCE OF ANY LIENS, ENCUMBRANCES, CHARGES, ASSESSMENTS, RESTRICTIONS OR CLAIMS RELATING THERETO. The provisions of this section 2.5 Section 4.01 shall survive the closing Closing or any the earlier termination of this Agreement.

NO REPRESENTATIONS OR WARRANTIES BY SELLER. Buyer 5.1Disclaimer of Warranties. Purchaser hereby represents, agrees and acknowledges ------------------------------------------- that: (i) Purchaser is purchasing the Property, and the Property shall be conveyed and transferred to Purchaser, "AS IS, WHERE IS, AND WITH ALL FAULTS" and specifically and expressly without any warranties, representations, or guarantees, either express or implied, of any kind, nature, or type whatsoever from or on behalf of Seller except as expressly incorporated as Seller representations set forth the Closing Documents executed by Seller or in this Agreement. Purchaser further acknowledges and agrees there are no oral agreements, warranties or representations collateral to or affecting the Property by Seller, any agent of Seller or any third party. The terms and provisions of this Section 5.1 shall expressly survive the Closing, not merge with the provisions of any Closing Documents, and shall be specifically incorporated into the Deed. Seller is further not liable or bound in any manner by any oral or written statements, representations or information pertaining to the Property furnished by any real estate broker, agent, employee, servant or other person, unless the same are expressly incorporated as Seller representations in the Closing Documents executed by Seller or this Agreement. Purchaser acknowledges that Seller it has not maderelied, does and is not make and specifically negates and disclaims relying, on any representationsinformation, warrantiesdocument, promisessales brochures, covenantsor other literature, agreements maps or guaranties of any kind sketches, projection, pro forma, statement, representation, guarantee, or character whatsoever, warranty (whether express or implied, or oral or written, pastor material or immaterial) that may have been given by, present or futuremade by, or on behalf of, Seller unless expressly incorporated as Seller representations in the Closing Documents executed by Seller or this Agreement. Purchaser further acknowledges that, except as incorporated as Seller representations in the Closing Documents executed by Seller or this Agreement, Seller has not made independent investigation as to the accuracy or completeness of, the methods used to compile, or the qualifications of any person preparing any information or documents provided by Seller to Purchaser with respect to the Property or this Agreement. (ii) Purchaser shall not be entitled to, concerning and should not rely on, Seller or with respect to: Seller's agents as to (aA) the valuequality, nature, quality adequacy, or physical condition of the Assigned Rents Property including, but not limited to, the structural elements, foundation, roof, appurtenances, access, landscaping, parking facilities, or the electrical, mechanical, HVAC, plumbing, sewage or utility systems, facilities or appliances at the Property, if any; (B) the quality, nature, adequacy, or physical condition of soils or the existence of ground water at the Property; (C) the existence, quality, nature, adequacy, or physical condition of any utilities serving the Property; (D) the development potential of the Property, its habitability, merchantability or fitness, suitability, or adequacy of the Property for any particular purpose; (E) the zoning or other legal status of the Property; (F) the Property's or its operations' compliance with any applicable codes, laws, regulations, statutes, ordinances, covenants, conditions, or restrictions of any governmental or quasi-governmental entity, or of any other person or entity; (G) the quality of any labor or materials relating in any way to the Property; (H) the condition of title to the Property, or the nature, status and extent of any right-of-way, lease, right of redemption, possession, lien, encumbrance, license, reservations, covenant, condition, restriction, or any other matter affecting title to the Property; or (I) the accuracy of the Survey, or any update thereof, or the depiction of any improvement or other matter thereon. (iii) UNLESS EXPRESSLY INCORPORATED AS SELLER REPRESENTATIONS IN THE CLOSING DOCUMENTS EXECUTED BY SELLER OR THIS AGREEMENT, SELLER HAS NOT, DOES NOT, AND WILL NOT, WITH RESPECT TO THE PROPERTY, MAKE ANY WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, OR ARISING BY OPERATION OF LAW, INCLUDING, BUT IN NO WAY LIMITED TO, ANY WARRANTY OF CONDITION, MERCHANTABILITY, HABITABILITY, OR FITNESS FOR A PARTICULAR USE, OR WITH RESPECT TO THE VALUE, PROFITABILITY, OR MARKETABILITY OF THE PROPERTY. (iv) UNLESS EXPRESSLY INCORPORATED AS SELLER REPRESENTATIONS IN THE CLOSING DOCUMENTS EXECUTED BY SELLER OR THIS AGREEMENT, SELLER HAS NOT, DOES NOT, AND WILL NOT, MAKE ANY REPRESENTATION OR WARRANTY WITH REGARD TO COMPLIANCE WITH ANY ENVIRONMENTAL PROTECTION, POLLUTION, OR LAND USE LAWS, RULES, REGULATIONS, ORDERS, OR REQUIREMENTS INCLUDING, BUT NOT LIMITED TO, THOSE PERTAINING TO THE HANDLING, GENERATING, TREATING, STORING, OR DISPOSING OF ANY HAZARDOUS WASTE OR SUBSTANCE; (v) Purchaser has had and will have, pursuant to this Agreement, an adequate opportunity to make such legal, factual, and other inquiries and investigations as it deems necessary, desirable, or appropriate with respect to the Property. PURCHASER EXPRESSLY ACKNOWLEDGES THAT IT IS SPECIFICALLY RELYING UPON SUCH INSPECTIONS AND INVESTIGATIONS IN MAKING ITS DETERMINATION TO ACQUIRE THE PROPERTY. Purchaser further acknowledges that it is relying upon the conclusions and advice of its own experts, consultants and professionals in evaluating the feasibility and desirability of the Property for Purchaser's use, and that the availability of the rights to investigate and inspect the Property, and Purchaser's corresponding reliance upon the results of such investigations and inspections, were a material factor in the determination of the purchase price for the Property. Such inquiries and investigations of Purchaser shall be deemed to include, but shall not be limited to, any leases and contracts pertaining to the Property, the physical components of all portions of the Property, the condition of the Property, the existence of any wood-destroying organisms on the Property, such state of facts as an accurate survey and inspection would show, the present and future zoning ordinances, resolutions, and regulations of the city, county, and state where the Property is located, and the advisability value and marketability of Buyer purchasing the Assigned RentsProperty. Purchaser further acknowledges and agrees that upon Closing Purchaser shall assume the risk that adverse matters, including, but not limited to, adverse physical and environmental conditions, may not have been revealed by Purchaser's inquiries and inspections; and (bvi) Without in any way limiting the profitability generality of purchasing the Assigned Rents; preceding subparagraphs (ci) Buyer affirms through (v), Purchaser specifically acknowledges and agrees that it has not relied on hereby waives, releases, and discharges any claim it has, might have had, or may have against Seller, its partners, employees, agents, officers, successors and assigns (including any actual or potential claim against Seller, its partners, employees, agents, officers, successors and assigns based upon contractual and/or statutory actions for contribution or indemnity) with respect to the condition of the Property, either patent or latent, its ability or inability to obtain or maintain either temporary or final certificates of occupancy, or other licenses for the use or operation of the Property and/or certificates of compliance for the Property, the actual or potential income or profits to be derived from the Property, the real estate taxes or assessments now or hereafter payable thereon, the compliance with any environmental protection, pollution or land use laws, rules, regulations, or requirements, and any other state of facts which exist with respect to the Property, except if such claims are based upon a breach of Seller's skill or judgment to decide whether and under what conditions to purchase the Assigned Rents and further affirms that Seller has made no warranty that the purchase is appropriate or that the purchase will be economically viable; (d) the value, use, or quality of the Assigned Rents; Buyer further acknowledges: (e) no person acting on behalf of Seller is authorized to make, and by execution of this Agreement Buyer acknowledges that no person has made, any representation, agreement, statement, warranty, guaranty or promise regarding the purchase to be made by Buyer or any transaction contemplated herein; and no such representation, warranty, agreement, guaranty, statement or promise if any, made by any person acting on behalf of Seller shall be valid or binding upon Seller unless representations expressly set forth herein; (f) it has been given in this Agreement or in the opportunity to inspect all aspects of Assigned Rents, including without limitation, all financial aspects of Assigned Rents and is relying solely on its own investigation of Assigned Rents and not on any information provided or Closing Documents to be provided executed by Seller. The provisions of this section 2.5 shall survive the closing or any termination of this AgreementSUCH WAIVER, RELEASE AND DISCHARGE OF SELLER, ITS PARTNERS, EMPLOYEES, AGENTS, OFFICERS, SUCCESSORS AND ASSIGNS FOR ACTUAL OR POTENTIAL CLAIMS SHALL ALSO INCLUDE ANY ACTUAL OR POTENTIAL CLAIMS BASED ON SELLER'S NEGLIGENCE IN WHOLE OR IN PART OR BASED ON STRICT LIABILITY.