Common use of Property Conveyed “As Is” Clause in Contracts

Property Conveyed “As Is”. PURCHASER REPRESENTS THAT IT IS A KNOWLEDGEABLE, EXPERIENCED AND SOPHISTICATED PURCHASER OF REAL ESTATE AND THAT IT IS RELYING SOLELY ON ITS OWN EXPERTISE AND THAT OF PURCHASER'S CONSULTANTS IN PURCHASING THE PROPERTY. PURCHASER MAY CONDUCT SUCH INSPECTIONS AND INVESTIGATIONS OF THE PROPERTY AS PURCHASER DEEMS NECESSARY OR APPROPRIATE, INCLUDING, BUT NOT LIMITED TO, THE PHYSICAL AND ENVIRONMENTAL CONDITIONS THEREOF, AND PURCHASER SHALL RELY UPON SAME. UPON THE 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 INSPECTIONS AND INVESTIGATIONS. PURCHASER ACKNOWLEDGES AND AGREES THAT UPON THE CLOSING, SELLER SHALL SELL AND CONVEY TO PURCHASER AND PURCHASER SHALL ACCEPT THE PROPERTY "AS IS, WHERE IS," WITH ALL FAULTS, AND THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN SECTION 7.1(c), SELLER DOES NOT MAKE, AND SHALL NOT UNDER ANY CIRCUMSTANCES BE DEEMED TO HAVE MADE, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR HABITABILITY WITH RESPECT TO THE PROPERTY. THE TERMS AND CONDITIONS OF THIS SECTION 5.5 SHALL EXPRESSLY SURVIVE THE CLOSING, NOT MERGE WITH THE PROVISIONS OF ANY CLOSING DOCUMENTS AND SHALL BE INCORPORATED INTO THE DEED. SELLER IS 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 OR OTHER PERSON, UNLESS THE SAME ARE SPECIFICALLY SET FORTH OR REFERRED TO HEREIN. PURCHASER ACKNOWLEDGES THAT THE PURCHASE PRICE REFLECTS THE "AS IS" NATURE OF THIS SALE AND ANY FAULTS, LIABILITIES, DEFECTS OR OTHER ADVERSE MATTERS THAT MAY BE ASSOCIATED WITH THE PROPERTY. PURCHASER HAS FULLY REVIEWED THE DISCLAIMERS AND WAIVERS SET FORTH IN THIS AGREEMENT WITH ITS COUNSEL AND UNDERSTANDS THE SIGNIFICANCE AND EFFECT THEREOF. PURCHASER ACKNOWLEDGES AND AGREES THAT THE DISCLAIMERS AND OTHER AGREEMENTS SET FORTH HEREIN ARE AN INTEGRAL PART OF THIS AGREEMENT AND THAT SELLER WOULD NOT HAVE AGREED TO SELL THE PROPERTY TO PURCHASER FOR THE PURCHASE PRICE WITHOUT THE DISCLAIMERS AND OTHER AGREEMENTS SET FORTH IN THIS AGREEMENT.

Property Conveyed “As Is”. NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, IT IS UNDERSTOOD AND AGREED THAT, EXCEPT AS EXPRESSLY SET FORTH HEREIN, SELLER HAS NOT MADE AND IS NOT NOW MAKING, AND SPECIFICALLY DISCLAIMS ANY AND ALL REPRESENTATIONS, WARRANTIES AND GUARANTEES OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE WITH RESPECT TO THE PROPERTY. PURCHASER HAS NOT RELIED UPON AND WILL NOT RELY UPON EITHER DIRECTLY OR INDIRECTLY, ANY REPRESENTATION OR WARRANTY OF SELLER OR ANY OF ITS AGENTS, REPRESENTATIVES OR EMPLOYEES OTHER THAN THOSE SET FORTH HEREIN OR IN OTHER DOCUMENTS DELIVERED TO PURCHASER AT THE CLOSING AND ACKNOWLEDGES THAT NO SUCH REPRESENTATIONS HAVE BEEN MADE EXCEPT AS SET FORTH HEREIN. PURCHASER REPRESENTS THAT IT IS A KNOWLEDGEABLE, EXPERIENCED AND SOPHISTICATED PURCHASER OF REAL ESTATE AND THAT IT IS RELYING SOLELY ON ITS OWN EXPERTISE AND THAT OF PURCHASER'S ’S CONSULTANTS IN PURCHASING THE PROPERTY. PURCHASER MAY WILL CONDUCT SUCH INSPECTIONS AND INVESTIGATIONS OF THE PROPERTY AS IF PURCHASER DEEMS NECESSARY OR APPROPRIATENECESSARY, INCLUDING, BUT NOT LIMITED TOINCLUDING WITHOUT LIMITATION, THE PHYSICAL AND ENVIRONMENTAL CONDITIONS THEREOF, CONDITION THEREOF AND PURCHASER SHALL RELY UPON THE SAME. UPON THE CLOSING, PURCHASER SHALL ASSUME THE RISK THAT ADVERSE MATTERS, INCLUDING, BUT NOT LIMITED TO, TO ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS, CONDITIONS MAY NOT HAVE BEEN REVEALED BY PURCHASER'S ’S INSPECTIONS AND INVESTIGATIONS. PURCHASER ACKNOWLEDGES AND AGREES THAT UPON THE CLOSING, SELLER SHALL SELL AND CONVEY TO PURCHASER AND PURCHASER SHALL ACCEPT THE PROPERTY "“AS IS, WHERE IS," ” WITH ALL FAULTS. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT THERE ARE NO ORAL AGREEMENTS, AND THATWARRANTIES OR REPRESENTATIONS, EXCEPT FOR COLLATERAL TO OR AFFECTING THE REPRESENTATIONS AND WARRANTIES CONTAINED IN SECTION 7.1(c), SELLER DOES NOT MAKE, AND SHALL NOT UNDER ANY CIRCUMSTANCES BE DEEMED TO HAVE MADEPROPERTY BY SELLER, ANY WARRANTIES AGENT, REPRESENTATIVE OR EMPLOYEE OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE SELLER OR HABITABILITY WITH RESPECT TO THE PROPERTYANY THIRD PARTY. THE TERMS AND CONDITIONS OF THIS SECTION 5.5 8 SHALL EXPRESSLY SURVIVE THE CLOSING, CLOSING AND NOT MERGE WITH THE PROVISIONS OF ANY CLOSING DOCUMENTS AND SHALL BE INCORPORATED INTO THE DEEDDOCUMENTS. SELLER IS 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 EMPLOYEE, SERVANT OR OTHER PERSON, UNLESS THE SAME ARE SPECIFICALLY SET FORTH OR REFERRED TO HEREIN. PURCHASER ACKNOWLEDGES THAT THE PURCHASE PRICE REFLECTS THE "“AS IS" ” NATURE OF THIS SALE AND ANY FAULTS, LIABILITIES, DEFECTS FAULTS OR OTHER ADVERSE MATTERS LIABILITIES THAT MAY BE ASSOCIATED WITH THE PROPERTY. PURCHASER HAS FULLY REVIEWED THE DISCLAIMERS AND WAIVERS SET FORTH IN THIS AGREEMENT WITH ITS COUNSEL AND UNDERSTANDS THE SIGNIFICANCE AND EFFECT THEREOF. PURCHASER ACKNOWLEDGES HEREBY WAIVES ANY RIGHT IT MAY HAVE AT LAW OR IN EQUITY, INCLUDING, WITHOUT LIMITATION, THE RIGHT TO SEEK DAMAGES FROM SELLER IN CONNECTION WITH THE CONDITION OF THE PROPERTY, PHYSICAL OR ENVIRONMENTAL, INCLUDING ANY RIGHT OF CONTRIBUTION UNDER ANY ENVIRONMENTAL LAW. EFFECTIVE AS OF THE CLOSING, PURCHASER SHALL BE DEEMED TO HAVE RELEASED SELLER AND AGREES THAT ALL AFFILIATES OF SELLER FROM ANY AND ALL CLAIMS WHICH PURCHASER OR ANY AGENT, REPRESENTATIVE, AFFILIATE, EMPLOYEE, DIRECTOR, OFFICER, PARTNER, MEMBER, SHAREHOLDER OR OTHER PERSON OR ENTITY ACTING ON PURCHASER’S BEHALF OF OR OTHERWISE RELATED TO OR AFFILIATED WITH PURCHASER (EACH A “PURCHASER RELATED PARTY”) HAS OR MAY HAVE ARISING FROM OR RELATED TO ANY MATTER OF OR THING IN CONNECTION WITH THE DISCLAIMERS PROPERTY, INCLUDING THE DOCUMENTS AND OTHER AGREEMENTS SET FORTH HEREIN ARE AN INTEGRAL PART INFORMATION REFERRED TO HEREIN, ANY CONSTRUCTION DEFECTS, ERRORS OR OMISSIONS IN THE DESIGN OR CONSTRUCTION OF THIS AGREEMENT AND THAT SELLER WOULD NOT HAVE AGREED TO SELL ALL OR ANY PORTION OF THE PROPERTY AND ANY PHYSICAL OR ENVIRONMENTAL CONDITIONS, AND PURCHASER SHALL NOT LOOK TO PURCHASER SELLER OR ANY AFFILIATES OF SELLER IN CONNECTION WITH ANY OF THE FOREGOING FOR ANY REDRESS OR RELIEF. THIS RELEASE SHALL BE GIVEN IN FULL FORCE AND EFFECT ACCORDING TO EACH OF THE PURCHASE PRICE WITHOUT THE DISCLAIMERS EXPRESS TERMS AND OTHER AGREEMENTS SET FORTH PROVISIONS HEREOF. AS USED IN THIS AGREEMENT, THE TERM “ENVIRONMENTAL LAW” SHALL MEAN ANY FEDERAL, STATE AND/OR LOCAL STATUTE, CODE, REGULATION, RULE, ORDINANCE, ORDER, STANDARD, PERMIT LICENSE, POLICY OR REQUIREMENT (INCLUDING CONSENT DECREES, JUDICIAL DECISIONS AND ADMINISTRATIVE ORDERS) RELATING TO THE PROTECTION, PRESERVATION, REMEDIATION OR CONSERVATION OF THE ENVIRONMENT OR WORKER HEALTH OR SAFETY, ALL AS AMENDED OR RE-AUTHORIZED, OR AS HEREAFTER AMENDED OR RE-AUTHORIZED, INCLUDING WITHOUT LIMITATION, THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY ACT (“CERCLA”), 42 U.S.C. § 9601 ET. SEQ., THE RESOURCE CONSERVATION AND RECOVERY ACT OF 1976 (“RCRA”), 42 U.S.C. § 6901 ET. SEQ., THE EMERGENCY PLANNING AND COMMUNITY RIGHT TO KNOW ACT (“RIGHT TO KNOW ACT”), 42 U.S.C. § 11001 ET. SEQ., THE CLEAN AIR ACT (“CAA”), 42 U.S.C. § 7401 ET. SEQ., THE FEDERAL WATER POLLUTION CONTROL ACT (“CLEAN WATER ACT”), 33 U.S.C. § 1251 ET. SEQ., THE TOXIC SUBSTANCES CONTROL ACT (“TSCA”), 15 U.S.C. § 2601 ET. SEQ., THE SAFE DRINKING WATER ACT (“SAFE DRINKING WATER ACT”), 42 U.S.C. § 300(F) ET. SEQ., THE ATOMIC ENERGY ACT (“AEA”), 42 U.S.C. § 2011 ET. SEQ., THE OCCUPATIONAL SAFETY AND HEALTH ACT (“OSHA”), 29 U.S.C. § 651 ET. SEQ., AND THE HAZARDOUS MATERIALS TRANSPORTATION ACT (THE “TRANSPORTATION ACT”), 49 U.S.C. § 1801 ET. SEQ. AS USED IN THIS AGREEMENT, “HAZARDOUS SUBSTANCES” MEANS (1) “HAZARDOUS SUBSTANCES”, AS DEFINED BY CERCLA; (2) “HAZARDOUS WASTE” AS DEFINED BY RCRA; (3) ANY RADIOACTIVE MATERIAL INCLUDING, WITHOUT LIMITATION, ANY SOURCE, SPECIAL NUCLEAR OR BY-PRODUCT MATERIAL AS DEFINED BY AEA; (4) ASBESTOS IN ANY FORM OR CONDITION; (5) POLYCHLORINATED BIPHENYLS; AND (6) ANY OTHER MATERIAL, SUBSTANCE OR WASTE TO WHICH LIABILITY OR STANDARD CONDUCT MAY BE IMPOSED UNDER ANY ENVIRONMENTAL LAW. NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, THE TERMS OF THIS SECTION 8 SHALL SURVIVE CLOSING AND DELIVERY OF THE DEED AND ANY TERMINATION OF THIS AGREEMENT.

Property Conveyed “As Is”. PURCHASER REPRESENTS THAT IT IS A KNOWLEDGEABLEEXCEPT AS MAY BE EXPRESSLY REPRESENTED HEREIN, EXPERIENCED IN THE EXHIBITS ATTACHED HERETO AND SOPHISTICATED PURCHASER OF REAL ESTATE IN THE DOCUMENTS TO BE EXECUTED AND THAT IT IS RELYING SOLELY ON ITS OWN EXPERTISE DELIVERED BY SELLER TO BUYER AT CLOSING, BUYER AGREES THAT: (1) THE PROPERTY SHALL BE SOLD, AND THAT OF PURCHASER'S CONSULTANTS IN PURCHASING THE PROPERTY. PURCHASER MAY CONDUCT SUCH INSPECTIONS AND INVESTIGATIONS BUYER SHALL ACCEPT POSSESSION OF THE PROPERTY AS PURCHASER DEEMS NECESSARY AT CLOSING ON AN “AS-IS-WHERE-IS” BASIS; (2) SELLER HAS MADE NO REPRESENTATIONS OR APPROPRIATEWARRANTIES WHETHER EXPRESS OR IMPLIED REGARDING THE PROPERTY, THE CONDITION, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTY OR ANY AMENITIES OR IMPROVEMENTS THEREON (INCLUDING WITHOUT LIMITATION ANY WARRANTY RELATING TO THE VALUE, NATURE OR CONDITION OF THE PROPERTY, OR THE SUBSURFACE OF THE PROPERTY, ITS SUITABILITY FOR BUYER’S PURPOSES OR THE STATUS OF THE PROPERTY UNDER LOCALLY APPLICABLE LAW) EXCEPT THOSE WHICH ARE SPECIFICALLY STATED IN THIS AGREEMENT. SELLER HEREBY DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES, WRITTEN OR ORAL, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TOWITHOUT LIMITATION, THE PHYSICAL AND ENVIRONMENTAL CONDITIONS THEREOFWARRANTIES AS TO CONDITION, AND PURCHASER SHALL RELY UPON SAME. UPON THE 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 INSPECTIONS AND INVESTIGATIONS. PURCHASER ACKNOWLEDGES AND AGREES THAT UPON THE CLOSING, SELLER SHALL SELL AND CONVEY TO PURCHASER AND PURCHASER SHALL ACCEPT THE PROPERTY "AS IS, WHERE IS," WITH ALL FAULTS, AND THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN SECTION 7.1(c), SELLER DOES NOT MAKE, AND SHALL NOT UNDER ANY CIRCUMSTANCES BE DEEMED TO HAVE MADE, ANY WARRANTIES OF MERCHANTABILITYFITNESS, FITNESS FOR A PARTICULAR PURPOSE OR HABITABILITY WITH RESPECT PURPOSE, THE WATER, STRUCTURAL INTEGRITY, SOIL, GEOLOGY, THE INCOME TO BE DERIVED FROM THE PROPERTY. , THE TERMS AND CONDITIONS FUTURE DEVELOPMENT OF THIS SECTION 5.5 SHALL EXPRESSLY SURVIVE THE CLOSINGREAL ESTATE, NOT MERGE WITH THE PROVISIONS MANNER OR QUALITY OF ANY CLOSING DOCUMENTS AND SHALL BE THE CONSTRUCTION OR MATERIALS (IF ANY) INCORPORATED INTO THE DEED. SELLER IS NOT LIABLE PROPERTY, THE STATE OF REPAIR 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 OR OTHER PERSON, UNLESS THE SAME ARE SPECIFICALLY SET FORTH OR REFERRED TO HEREIN. PURCHASER ACKNOWLEDGES THAT THE PURCHASE PRICE REFLECTS THE "AS IS" NATURE LACK OF THIS SALE AND ANY FAULTS, LIABILITIES, DEFECTS OR OTHER ADVERSE MATTERS THAT MAY BE ASSOCIATED WITH REPAIR OF THE PROPERTY. PURCHASER HAS FULLY REVIEWED THE DISCLAIMERS AND WAIVERS SET FORTH IN THIS AGREEMENT WITH ITS COUNSEL AND UNDERSTANDS THE SIGNIFICANCE AND EFFECT THEREOF. PURCHASER ACKNOWLEDGES AND AGREES THAT THE DISCLAIMERS AND OTHER AGREEMENTS SET FORTH HEREIN ARE AN INTEGRAL PART OF THIS AGREEMENT AND THAT SELLER WOULD NOT HAVE AGREED TO SELL THE PROPERTY TO PURCHASER FOR THE PURCHASE PRICE WITHOUT THE DISCLAIMERS AND OTHER AGREEMENTS SET FORTH , GOVERNMENTAL APPROVALS, MERCHANTABILITY, OR ENVIRONMENTAL STATUS, EXCEPT AS SPECIFICALLY STATED IN THIS AGREEMENT.

Property Conveyed “As Is”. PURCHASER REPRESENTS THAT (a) NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, IT IS A KNOWLEDGEABLEUNDERSTOOD AND AGREED THAT, EXPERIENCED EXCEPT AS EXPRESSLY SET FORTH HEREIN, SELLER AND SOPHISTICATED PURCHASER ITS PROPERTY MANAGER HAVE NOT MADE AND ARE NOT NOW MAKING, AND THEY SPECIFICALLY DISCLAIM, ANY OTHER WARRANTIES, REPRESENTATIONS OR GUARANTIES OF REAL ESTATE AND THAT IT IS RELYING SOLELY ON ITS OWN EXPERTISE AND THAT OF PURCHASER'S CONSULTANTS IN PURCHASING ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, WITH RESPECT TO THE PROPERTY. PURCHASER MAY CONDUCT SUCH INSPECTIONS AND INVESTIGATIONS OF THE PROPERTY AS PURCHASER DEEMS NECESSARY OR APPROPRIATE, INCLUDING, BUT NOT LIMITED TO, WARRANTIES, REPRESENTATIONS OR GUARANTIES AS TO (I) MATTERS OF TITLE (OTHER THAN SELLERS WARRANTY OF TITLE SET FORTH IN THE PHYSICAL AND DEED (HEREINAFTER DEFINED) TO BE DELIVERED AT CLOSING), (II) ENVIRONMENTAL CONDITIONS MATTERS RELATING TO THE PROPERTY OR ANY PORTION THEREOF, AND PURCHASER SHALL RELY UPON SAME. UPON THE CLOSING, PURCHASER SHALL ASSUME THE RISK THAT ADVERSE MATTERS(III) GEOLOGICAL CONDITIONS, INCLUDING, BUT NOT LIMITED WITHOUT LIMITATION, SUBSIDENCE, SUBSURFACE CONDITIONS, WATER TABLE, UNDERGROUND WATER RESERVOIRS, LIMITATIONS REGARDING THE WITHDRAWAL OF WATER, AND EARTHQUAKE FAULTS AND THE RESULTING DAMAGE OF PAST AND/OR FUTURE EARTHQUAKES, (IV) WHETHER, AND TO THE EXTENT TO WHICH THE PROPERTY OR ANY PORTION THEREOF IS AFFECTED BY ANY STREAM (SURFACE OR UNDERGROUND), BODY OF WATER, FLOOD PRONE AREA, FLOOD PLAIN, FLOODWAY OR SPECIAL FLOOD HAZARD, (V) DRAINAGE, (VI) SOIL CONDITIONS, INCLUDING THE EXISTENCE OF INSTABILITY, PAST SOLID REPAIRS, SOIL ADDITIONS OR CONDITIONS OF SOIL FILL, OR SUSCEPTIBILITY TO LANDSLIDES, OR THE SUFFICIENCY OF ANY UNDERSHORING, (VII) ZONING TO WHICH THE PROPERTY OR ANY PORTION THEREOF MAY BE SUBJECT, (VIII) THE AVAILABILITY OF ANY UTILITIES TO THE PROPERTY OR ANY PORTION THEREOF INCLUDING, WITHOUT LIMITATION, WATER, SEWAGE, GAS AND ELECTRIC, (IX) USAGES OF ADJOINING PROPERTY, (X) ACCESS TO THE PROPERTY OR ANY PORTION THEREOF, (XI) THE VALUE, COMPLIANCE WITH THE PLANS AND SPECIFICATIONS, SIZE, LOCATION, AGE, USE, DESIGN, QUALITY, DESCRIPTION, SUITABILITY, STRUCTURAL INTEGRITY, OPERATION, TITLE TO, ADVERSE OR PHYSICAL AND ENVIRONMENTAL CONDITIONS, MAY NOT HAVE BEEN REVEALED BY PURCHASER'S INSPECTIONS AND INVESTIGATIONS. PURCHASER ACKNOWLEDGES AND AGREES THAT UPON THE CLOSING, SELLER SHALL SELL AND CONVEY TO PURCHASER AND PURCHASER SHALL ACCEPT OR FINANCIAL CONDITION OF THE PROPERTY "AS ISOR ANY PORTION THEREOF, WHERE IS," WITH ALL FAULTSOR ANY INCOME, AND THATEXPENSES, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN SECTION 7.1(c)CHARGES, SELLER DOES NOT MAKELIENS, AND SHALL NOT UNDER ANY CIRCUMSTANCES BE DEEMED TO HAVE MADEENCUMBRANCES, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE RIGHTS OR HABITABILITY WITH RESPECT TO THE PROPERTY. THE TERMS AND CONDITIONS OF THIS SECTION 5.5 SHALL EXPRESSLY SURVIVE THE CLOSING, NOT MERGE WITH THE PROVISIONS OF ANY CLOSING DOCUMENTS AND SHALL BE INCORPORATED INTO THE DEED. SELLER IS NOT LIABLE CLAIMS ON OR BOUND IN ANY MANNER BY ANY ORAL AFFECTING OR WRITTEN STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PROPERTY FURNISHED BY OR ANY REAL ESTATE BROKERPART THEREOF, AGENTOR ANY INCOME, EMPLOYEE EXPENSES, CHARGES, LIENS, ENCUMBRANCES, RIGHTS OR CLAIMS ON OR AFFECTING OR PERTAINING TO THE PROPERTY OR ANY PART THEREOF, (XII) THE PRESENCE OF HAZARDOUS SUBSTANCES IN OR ON, UNDER OR IN THE VICINITY OF THE PROPERTY, (XIII) THE CONDITION OR USE OF THE PROPERTY OR COMPLIANCE OF THE PROPERTY WITH ANY OR ALL PAST, PRESENT OR FUTURE FEDERAL, STATE OR LOCAL ORDINANCES, RULES, REGULATIONS OR LAWS, BUILDING, FIRE OR ZONING ORDINANCES, CODES OR OTHER PERSONSIMILAR LAWS, UNLESS (XIV) THE SAME ARE SPECIFICALLY SET FORTH EXISTENCE OR REFERRED TO HEREIN. PURCHASER ACKNOWLEDGES THAT NON-EXISTENCE OF UNDERGROUND STORAGE TANKS, (XV) ANY OTHER MATTER AFFECTING THE PURCHASE PRICE REFLECTS STABILITY OR INTEGRITY OF THE "AS IS" NATURE REAL PROPERTY, (XVI) THE POTENTIAL FOR FURTHER DEVELOPMENT OF THIS SALE AND ANY FAULTS, LIABILITIES, DEFECTS OR OTHER ADVERSE MATTERS THAT MAY BE ASSOCIATED WITH THE PROPERTY. PURCHASER , (XVII) THE EXISTENCE OF VESTED LAND USE, ZONING OR BUILDING ENTITLEMENTS AFFECTING THE PROPERTY, (XVIII) THE MERCHANTABILITY OF THE PROPERTY OR FITNESS OF THAT PROPERTY FOR ANY PARTICULAR PURPOSE (BUYER AFFIRMING THAT BUYER HAS FULLY REVIEWED NOT RELIED ON SELLERS OR ITS PROPERTY MANAGERS SKILL OR JUDGMENT TO SELECT OR FURNISH THE DISCLAIMERS AND WAIVERS SET FORTH IN THIS AGREEMENT WITH ITS COUNSEL AND UNDERSTANDS THE SIGNIFICANCE AND EFFECT THEREOF. PURCHASER ACKNOWLEDGES AND AGREES THAT THE DISCLAIMERS AND OTHER AGREEMENTS SET FORTH HEREIN ARE AN INTEGRAL PART OF THIS AGREEMENT PROPERTY FOR ANY PARTICULAR PURPOSE, AND THAT SELLER WOULD NOT HAVE AGREED TO SELL MAKES NO WARRANTY THAT THE PROPERTY TO PURCHASER IS FIT FOR THE PURCHASE PRICE WITHOUT THE DISCLAIMERS AND OTHER AGREEMENTS SET FORTH IN THIS AGREEMENTANY PARTICULAR PURPOSE), OR (XIX) TAX CONSEQUENCES.

Property Conveyed “As Is”. PURCHASER REPRESENTS THAT IT IS A KNOWLEDGEABLE, EXPERIENCED AND SOPHISTICATED PURCHASER OF REAL ESTATE AND THAT IT IS RELYING SOLELY ON ITS OWN EXPERTISE AND THAT OF PURCHASER'S CONSULTANTS IN PURCHASING THE PROPERTY. PURCHASER MAY CONDUCT SUCH INSPECTIONS AND INVESTIGATIONS OF THE PROPERTY AS PURCHASER DEEMS NECESSARY OR APPROPRIATE, INCLUDING, BUT NOT LIMITED TO, THE PHYSICAL AND ENVIRONMENTAL CONDITIONS THEREOF, AND PURCHASER SHALL RELY UPON SAME. UPON THE 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 INSPECTIONS AND INVESTIGATIONS. PURCHASER ACKNOWLEDGES AND AGREES THAT UPON THE CLOSING, SELLER SHALL SELL AND CONVEY TO PURCHASER AND PURCHASER SHALL ACCEPT THE PROPERTY "AS IS, WHERE IS," WITH ALL FAULTS, AND THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN SECTION 7.1(c7.I(c), SELLER DOES NOT MAKE, AND SHALL NOT UNDER ANY CIRCUMSTANCES BE DEEMED TO HAVE MADE, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR HABITABILITY WITH RESPECT TO THE PROPERTY. THE TERMS AND CONDITIONS OF THIS SECTION 5.5 SHALL EXPRESSLY SURVIVE THE CLOSING, NOT MERGE WITH THE PROVISIONS OF ANY CLOSING DOCUMENTS AND SHALL BE INCORPORATED INTO THE DEED. SELLER IS 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 OR OTHER PERSON, UNLESS THE SAME ARE SPECIFICALLY SET FORTH OR REFERRED TO HEREIN. PURCHASER ACKNOWLEDGES THAT THE PURCHASE PRICE REFLECTS THE "AS IS" NATURE OF THIS SALE AND ANY FAULTS, LIABILITIES, DEFECTS OR OTHER ADVERSE MATTERS THAT MAY BE ASSOCIATED WITH THE PROPERTY. PURCHASER HAS FULLY REVIEWED THE DISCLAIMERS AND WAIVERS SET FORTH IN THIS AGREEMENT WITH ITS COUNSEL AND UNDERSTANDS THE SIGNIFICANCE AND EFFECT THEREOF. PURCHASER ACKNOWLEDGES AND AGREES THAT THE DISCLAIMERS AND OTHER AGREEMENTS SET FORTH HEREIN ARE AN INTEGRAL PART OF THIS AGREEMENT AND THAT SELLER WOULD NOT HAVE AGREED TO SELL THE PROPERTY TO PURCHASER FOR THE PURCHASE PRICE WITHOUT THE DISCLAIMERS AND OTHER AGREEMENTS SET FORTH IN THIS AGREEMENT.

Property Conveyed “As Is”. PURCHASER REPRESENTS THAT IT IS A KNOWLEDGEABLEExcept as may be expressly represented herein, EXPERIENCED in the exhibits attached hereto and in the documents executed and delivered by Seller to Buyer at Closing, Buyer agrees that the Property shall be sold, and Buyer shall accept possession of the Property at Closing on an “as-is-where-is” basis. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, OR IN THE DOCUMENTS TO BE EXECUTED AND SOPHISTICATED PURCHASER DELIVERED AT CLOSING NEITHER SELLER, NOR ANYONE ACTING FOR OR ON BEHALF OF REAL ESTATE SELLER, HAS MADE ANY REPRESENTATION, WARRANTY, PROMISE OR STATEMENT, EXPRESS OR IMPLIED, TO BUYER, OR TO ANYONE ACTING FOR OR ON BEHALF OF BUYER, CONCERNING THE PROPERTY, INCLUDING, WITHOUT LIMITATION, THE USE OR DEVELOPMENT THEREOF, THE STATUS OF THE LAND USE APPROVALS, AND/OR FINANCIAL SITUATION AND THAT IT IS RELYING SOLELY ON ITS OWN EXPERTISE AND THAT OF PURCHASER'S CONSULTANTS IN PURCHASING ECONOMICS RELATING TO THE PROPERTY. PURCHASER MAY CONDUCT SUCH BUYER FURTHER REPRESENTS THAT, IN ENTERING INTO THIS AGREEMENT, BUYER HAS NOT RELIED ON ANY REPRESENTATION, WARRANTY, PROMISE OR STATEMENT, EXPRESS OR IMPLIED, OF SELLER, OR ANYONE ACTING FOR OR ON BEHALF OF SELLER, OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT, OR IN THE DOCUMENTS TO BE EXECUTED AND DELIVERED AT CLOSING AND THAT ALL MATTERS CONCERNING THE PROPERTY HAVE BEEN OR SHALL BE INDEPENDENTLY VERIFIED BY BUYER PRIOR TO THE CLOSING, AND THAT BUYER SHALL PURCHASE THE PROPERTY BASED ON BUYER’S OWN PRIOR DUE DILIGENCE INVESTIGATIONS, INSPECTIONS AND INVESTIGATIONS EXAMINATIONS OF THE PROPERTY AND THE USE AND OCCUPANCY RELATING THERETO (OR BUYER’S ELECTION NOT TO DO SO); AND THAT BUYER IS PURCHASING THE PROPERTY IN AN “AS-IS” AND “WITH ALL FAULTS” PHYSICAL CONDITION, IN AN “AS-IS” AND “WITH ALL FAULTS” STATE OF REPAIR, AND IN AN “AS PURCHASER DEEMS NECESSARY IS” CONDITION RELATING TO ALL LAND USE APPROVALS. EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS AGREEMENT, BUYER DOES HEREBY WAIVE, AND SELLER DOES HEREBY DISCLAIM, ALL WARRANTIES OF ANY TYPE OR APPROPRIATEKIND WHATSOEVER WITH RESPECT TO THE PROPERTY, WHETHER EXPRESS OR IMPLIED, INCLUDING, BY WAY OF DESCRIPTION BUT NOT LIMITED TOLIMITATION, THE PHYSICAL AND ENVIRONMENTAL CONDITIONS THEREOF, AND PURCHASER SHALL RELY UPON SAME. UPON THE 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 INSPECTIONS AND INVESTIGATIONS. PURCHASER ACKNOWLEDGES AND AGREES THAT UPON THE CLOSING, SELLER SHALL SELL AND CONVEY TO PURCHASER AND PURCHASER SHALL ACCEPT THE PROPERTY "AS IS, WHERE IS," WITH ALL FAULTS, AND THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN SECTION 7.1(c), SELLER DOES NOT MAKE, AND SHALL NOT UNDER ANY CIRCUMSTANCES BE DEEMED TO HAVE MADE, ANY WARRANTIES THOSE OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND USE, TENANTABILITY OR HABITABILITY WITH RESPECT HABITABILITY. FURTHER, BUYER DOES HEREBY RELEASE AND FOREVER DISCHARGE, AND WAIVE ITS RIGHTS TO THE PROPERTY. THE TERMS RECOVER FROM, SELLER AND CONDITIONS SELLER’S MEMBERS, AGENTS, REPRESENTATIVES, (COLLECTIVELY, “SELLER PARTIES”) OF THIS SECTION 5.5 SHALL EXPRESSLY SURVIVE THE CLOSINGAND FROM ANY AND ALL CLAIMS, NOT MERGE WITH THE PROVISIONS ACTIONS, CAUSES OF ANY CLOSING DOCUMENTS AND SHALL BE INCORPORATED INTO THE DEED. SELLER IS NOT LIABLE OR BOUND IN ANY MANNER BY ANY ORAL OR WRITTEN STATEMENTSACTIONS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PROPERTY FURNISHED BY ANY REAL ESTATE BROKERDEMANDS, AGENT, EMPLOYEE OR OTHER PERSON, UNLESS THE SAME ARE SPECIFICALLY SET FORTH OR REFERRED TO HEREIN. PURCHASER ACKNOWLEDGES THAT THE PURCHASE PRICE REFLECTS THE "AS IS" NATURE OF THIS SALE AND ANY FAULTSRIGHTS, LIABILITIES, DEFECTS DAMAGES, LOSSES, COSTS, EXPENSES, AND COMPENSATION WHATSOEVER, DIRECT OR OTHER ADVERSE MATTERS INDIRECT, KNOWN OR UNKNOWN, FORESEEN OR UNFORSEEN, THAT BUYER AND ANY PERSON OR ENTITY CLAIMING BY, THROUGH OR UNDER BUYER, MAY BE ASSOCIATED WITH NOW HAVE OR HEREAFTER ACQUIRE AGAINST SELLER AND/OR ANY OF SELLER PARTIES, ARISING FROM THE PHYSICAL CONDITION OF THE PROPERTY. PURCHASER HAS FULLY REVIEWED , BUT EXPRESSLY EXCLUDING FROM THIS RELEASE ANY FRAUD ON THE DISCLAIMERS AND WAIVERS SET FORTH IN THIS AGREEMENT WITH ITS COUNSEL AND UNDERSTANDS PART OF SELLER OR SELLER’S PRINCIPALS OR ANY CLAIM THAT RESULTS FROM, CONSTITUTES, OR ARISES FROM A MATERIAL MISREPRESENTATION OF ANY OF THE SIGNIFICANCE AND EFFECT THEREOF. PURCHASER ACKNOWLEDGES AND AGREES THAT MATTERS EXPRESSLY REPRESENTED BY SELLER HEREIN (PRIOR TO THE DISCLAIMERS AND OTHER AGREEMENTS SET FORTH HEREIN ARE AN INTEGRAL PART EXPIRATION OF SUCH REPRESENTATION PERIOD) OR A BREACH OF THIS AGREEMENT AND THAT SELLER WOULD NOT HAVE AGREED TO SELL THE PROPERTY TO PURCHASER FOR THE PURCHASE PRICE WITHOUT THE DISCLAIMERS AND OTHER AGREEMENTS SET FORTH IN THIS AGREEMENTBY SELLER.