Common use of Purchaser’s Acknowledgment Clause in Contracts

Purchaser’s Acknowledgment. Purchaser acknowledges and agrees that, except as expressly provided in this Agreement or any other Seller Closing Document, the form of which is annexed hereto or is otherwise approved by Purchaser, including Article VI hereof, Seller has not made, does not make and specifically 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 nature, quality or condition of the Property, including, without limitation, the water, soil and geology, (b) the income to be derived from the Property, (c) the suitability of the Property for any and all activities and uses which Purchaser may conduct thereon, (d) the compliance of or by the Property or its operation with any laws, rules, ordinances, designations or regulations of any applicable governmental authority or body, including, without limitation, the Americans with Disabilities Act, any applicable federal, state or local landmark designations, and any rules and regulations promulgated under or in connection with any of the foregoing, (e) the habitability, merchantability or fitness for a particular purpose of the Property, (f) the current or future real estate tax liability, assessment or valuation of the Property, (g) the availability or non- availability or withdrawal or revocation of any benefits or incentives conferred by any federal, state or municipal authorities or (h) any other matter with respect to the Property, and specifically that Seller has not made, does not make and specifically disclaims any representations regarding solid waste, as defined by the U.S. Environmental Protection Agency regulations at 40 C.F.R., Part 261, or the disposal or existence, in or on the Property, of any hazardous substance, as defined by the Comprehensive Environmental Response Compensation and Liability Act of 1980, as amended, and applicable state laws, and regulations promulgated thereunder. Purchaser further acknowledges and agrees that having been given the opportunity to inspect the Property, except as specifically provided in this Agreement or any other Seller Closing Document including Article VI hereof, Purchaser is relying solely on its own investigation of the Property and not on any information provided or to be provided by, or on behalf of, Seller and that Purchaser has completed its due diligence review of the Property. Purchaser further acknowledges and agrees that any information provided or to be provided with respect to the Property was obtained from a variety of sources and that Seller, except as otherwise expressly provided herein, has not made any independent investigation or verification of such information. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT, EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT OR ANY OTHER SELLER DOCUMENT, INCLUDING ARTICLE VI HEREOF, AND AS A MATERIAL INDUCEMENT TO SELLER'S EXECUTION AND DELIVERY OF THIS AGREEMENT, THE SALE OF THE PROPERTY AS PROVIDED FOR HEREIN IS ON AN "AS IS, WHERE IS" CONDITION AND BASIS. Purchaser acknowledges, represents and warrants that Purchaser is not in a significantly disparate bargaining position with respect to Seller in connection with the transaction contemplated by this Agreement; that Purchaser freely and fairly agreed to this waiver as part of the negotiations for the transaction contemplated by this Agreement; and that Purchaser is represented by legal counsel in connection with the transaction by this Agreement and Purchaser has conferred with such legal counsel concerning this waiver. The terms and provisions of this Section 8.4 shall survive the Closing and/or termination of this Agreement.

Purchaser’s Acknowledgment. Purchaser or its affiliate currently leases space within the Improvements and, as a result, is somewhat familiar with the condition of the Property. Purchaser further acknowledges and agrees that, except as expressly provided in Section 7.1 of this Agreement or any other Seller Closing Document, the form of which is annexed hereto or is otherwise approved by Purchaser, including Article VI hereofAgreement, Seller has not made, does not make and specifically 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 nature, quality or condition of the Property, including, without limitation, the water, soil and geology, (b) the income to be derived from the Property, (c) the suitability of the Property for any and all activities and uses which Purchaser may conduct thereon, (d) the compliance of or by the Property or its operation with any laws, rules, ordinances, designations ordinances or regulations of any applicable governmental authority or body, including, without limitation, the Americans with Disabilities Act, any applicable federal, state or local landmark designations, Act and any rules and regulations promulgated under thereunder or in connection with any of the foregoingtherewith, (e) the habitability, merchantability or fitness for a particular purpose of the Property, or (f) the current or future real estate tax liability, assessment or valuation of the Property, (g) the availability or non- availability or withdrawal or revocation of any benefits or incentives conferred by any federal, state or municipal authorities or (h) any other matter with respect to the Property, and except as expressly set forth in Section 7.1 of this Agreement or in any closing document, specifically that Seller has not made, does not make and specifically disclaims any representations regarding solid waste, as defined by the U.S. Environmental Protection Agency regulations at 40 C.F.R., Part 261, or the disposal or existence, in or on the Property, of any hazardous substancesubstance or hazardous waste, as defined by the Comprehensive Environmental Response Compensation and Liability Act of 1980, as amended, and other applicable state laws, and regulations promulgated thereunder. Purchaser further acknowledges and agrees that that, except as expressly provided in Section 7.1, having been given the opportunity to inspect the Property, except as specifically provided in this Agreement or any other Seller Closing Document including Article VI hereof, Purchaser is relying solely on its own investigation of the Property and not on any information provided or to be provided by, or on behalf of, Seller and that Purchaser has completed its due diligence review of the Propertyby Seller. Purchaser further acknowledges and agrees that that, except as expressly set forth in Section 7.1, any information provided or to be provided with respect to the Property was obtained from a variety of sources and that Seller, except as otherwise expressly provided herein, Seller has not made any independent investigation or verification of such information. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT, EXCEPT AS EXPRESSLY PROVIDED IN SECTION 7.1 OF THIS AGREEMENT OR ANY OTHER SELLER DOCUMENT, INCLUDING ARTICLE VI HEREOFAGREEMENT, AND AS A MATERIAL INDUCEMENT TO SELLER'S THE EXECUTION AND DELIVERY OF THIS AGREEMENTAGREEMENT BY SELLER, THE SALE OF THE PROPERTY AS PROVIDED FOR HEREIN IS MADE ON AN "AS IS, WHERE IS" CONDITION AND BASIS. BASIS "WITH ALL FAULTS." Purchaser acknowledges, represents and warrants that Purchaser is not in a significantly disparate bargaining position with respect to Seller in connection with the transaction contemplated by this Agreement; that Purchaser freely and fairly agreed to this waiver acknowledgment as part of the negotiations for the transaction contemplated by this Agreement; and that Purchaser is represented by legal counsel in connection with the transaction by this Agreement and Purchaser has conferred with such legal counsel concerning this waiver. The terms and provisions of this Section 8.4 shall survive the Closing and/or termination of this AgreementNOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, SELLER SHALL IN NO EVENT HAVE ANY LIABILITY FOR BREACH OF ANY REPRESENTATION, WARRANTY, INDEMNITY OR COVENANT SET FORTH IN THIS AGREEMENT OR IN ANY CLOSING DOCUMENT IN EXCESS OF FIVE HUNDRED THOUSAND AND NO/100 DOLLARS ($500,000.00), IN THE AGGREGATE.

Purchaser’s Acknowledgment. Purchaser acknowledges and agrees that, except as expressly provided in this Agreement or any other Seller Closing Document, the form of which is annexed hereto or is otherwise approved by Purchaser, including Article VI hereofAgreement, Seller has not made, does not make and specifically 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 nature, quality or condition of the Property, including, without limitation, the water, soil and geology, (b) the income to be derived from the Property, (c) the suitability of the Property for any and all activities and uses which Purchaser Owner may conduct thereon, (d) the compliance of or by the Property or its operation with any laws, rules, ordinances, designations or regulations of any applicable governmental authority or body, including, without limitation, the Americans with Disabilities Act, any applicable federal, state or local landmark designations, and any rules and regulations promulgated under or in connection with any of the foregoing, (e) the habitability, merchantability or fitness for a particular purpose of the Property, (f) the current or future real estate tax liability, assessment or valuation of the Property, (g) the availability or non- non-availability or withdrawal or revocation of any benefits or incentives conferred by any federal, state or municipal authorities authorities, or (h) any other matter with respect to the Property, and specifically that Seller has not made, does not make and specifically disclaims any representations regarding solid waste, as defined by the U.S. Environmental Protection Agency regulations at 40 C.F.R., Part 261, or the disposal or existence, in or on the Property, of any hazardous substance, as defined by the Comprehensive Environmental Response Compensation and Liability Act of 1980, as amended, and applicable state laws, and regulations promulgated thereunder. Purchaser further acknowledges and agrees that having been given the opportunity to inspect the Property, except as specifically expressly provided in this Agreement or any other Seller Closing Document including Article VI hereofAgreement, Purchaser is relying solely on its own investigation of the Property and not on any information provided or to be provided by, or on behalf of, Seller and that Purchaser has completed its due diligence review of the Propertyby Seller. Purchaser further acknowledges and agrees that any information provided or to be provided with respect to the Property was obtained from a variety of sources and that Seller, except as otherwise expressly provided herein, has not made any independent investigation or verification of such information. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT, EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT OR ANY OTHER SELLER DOCUMENT, INCLUDING ARTICLE VI HEREOFAGREEMENT, AND AS A MATERIAL INDUCEMENT TO THE SELLER'S ’S EXECUTION AND DELIVERY OF THIS AGREEMENT, THE SALE CONVEYANCE OF THE PROPERTY AS PROVIDED FOR HEREIN IS ON AN "“AS IS, WHERE IS" ” CONDITION AND BASIS. Purchaser acknowledges, represents and warrants that Purchaser is not in a significantly disparate bargaining position with respect to Seller in connection with the transaction contemplated by this Agreement; that Purchaser freely and fairly agreed to this waiver as part of the negotiations for the transaction contemplated by this Agreement; and that Purchaser is represented by legal counsel in connection with the this transaction by this Agreement and Purchaser has conferred with such legal counsel concerning this waiver. The terms and provisions of this Section 8.4 7.4 shall survive the Closing and/or termination of this Agreement.

Purchaser’s Acknowledgment. Purchaser acknowledges and agrees that, except as expressly provided in this Agreement or any other Seller Closing Document, the form of which is annexed hereto or is otherwise approved by Purchaser, including Article VI hereofAgreement, Seller has not made, does not make and specifically 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 nature, quality or condition of the Property, including, without limitation, the water, soil and geology, (b) the income to be derived from the Property, (c) the suitability of the Property for any and all activities and uses which Purchaser may conduct thereon, (d) the compliance of or by the Property or its operation with any laws, rules, ordinances, designations or regulations of any applicable governmental authority or body, including, without limitation, the Americans with Disabilities Act, any applicable federal, state or local landmark designations, and any rules and regulations promulgated under or in connection with any of the foregoing, (e) the habitability, merchantability or fitness for a particular purpose of the Property, (f) the current or future real estate tax liability, assessment or valuation of the Property, (g) the availability or non- non-availability or withdrawal or revocation of any benefits or incentives conferred by any federal, state or municipal authorities authorities, or (h) any other matter with respect to the Property, and specifically that Seller has not made, does not make and specifically disclaims any representations regarding solid waste, as defined by the U.S. Environmental Protection Agency regulations at 40 C.F.R., Part 261, or the disposal or existence, in or on the Property, of any hazardous substance, as defined by the Comprehensive Environmental Response Compensation and Liability Act of 1980, as amended, and applicable state laws, and regulations promulgated thereunder. Purchaser further acknowledges and agrees that having been given the opportunity to inspect the Property, except as specifically provided in this Agreement or any other Seller Closing Document including Article VI hereof, Purchaser is relying solely on its own investigation of the Property and not on any information provided or to be provided by, or on behalf of, Seller and that Purchaser has completed its due diligence review of the Propertyby Seller. Purchaser further acknowledges and agrees that any information provided or to be provided with respect to the Property was obtained from a variety of sources and that Seller, except as otherwise expressly provided herein, has not made any independent investigation or verification of such information. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT, EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT OR ANY OTHER SELLER DOCUMENT, INCLUDING ARTICLE VI HEREOFAGREEMENT, AND AS A MATERIAL INDUCEMENT TO THE SELLER'S ’S EXECUTION AND DELIVERY OF THIS AGREEMENT, THE SALE OF THE PROPERTY AS PROVIDED FOR HEREIN IS ON AN "“AS IS, WHERE IS" ” CONDITION AND BASIS. Purchaser acknowledges, represents and warrants that Purchaser is not in a significantly disparate bargaining position with respect to Seller in connection with the transaction contemplated by this Agreement; that Purchaser freely and fairly agreed to this waiver as part of the negotiations for the transaction contemplated by this Agreement; and that Purchaser is represented by legal counsel in connection with the this transaction by this Agreement and Purchaser has conferred with such legal counsel concerning this waiver. The terms and provisions of this Section 8.4 7.4 shall survive the Closing and/or termination of this Agreement.