Common use of Seller’s Disclaimer Clause in Contracts

Seller’s Disclaimer. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES BY SELLER SET FORTH IN SECTION 9.2, BUYER ACKNOWLEDGES AND AGREES THAT THE SALE OF THE PROPERTY TO BUYER IS MADE WITHOUT ANY WARRANTY OR REPRESENTATION OF ANY KIND BY SELLER, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO ANY ASPECT, PORTION OR COMPONENT OF THE PROPERTY, INCLUDING: (I) THE PHYSICAL CONDITION, NATURE OR QUALITY OF THE PROPERTY, INCLUDING THE QUALITY OF THE SOILS ON AND UNDER THE PROPERTY; (II) THE FITNESS OF THE PROPERTY FOR ANY PARTICULAR PURPOSE; (III) COMPLIANCE WITH ANY ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE LAWS, RULES, REGULATION, ORDERS OR REQUIREMENTS, INCLUDING, WITHOUT LIMITATION, TITLE III OF THE AMERICANS WITH DISABILITIES ACT OF 1990, THE CALIFORNIA HEALTH & SAFETY CODE, THE VISUAL ARTISTS RIGHTS ACT, THE FEDERAL WATER POLLUTION CONTROL ACT, THE FEDERAL RESOURCE CONSERVATION AND RECOVERY ACT, THE U.S. ENVIRONMENTAL PROTECTION AGENCY REGULATIONS AT 40 C.F.R., PART 261, THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY ACT OF 1980, AS AMENDED, THE RESOURCE CONSERVATION AND RECOVERY ACT OF 1976, THE CLEAN WATER ACT, THE SAFE DRINKING WATER ACT, THE HAZARDOUS MATERIALS TRANSPORTATION ACT, THE TOXIC SUBSTANCE CONTROL ACT, AND REGULATIONS PROMULGATED UNDER ANY OF THE FOREGOING; (x) THE PRESENCE OR ABSENCE OF HAZARDOUS MATERIALS AT, ON, UNDER, OR ADJACENT TO THE PROPERTY; OR (IV) EXISTING OR PROPOSED GOVERNMENTAL LAWS OR REGULATIONS APPLICABLE TO THE PROPERTY, OR THE FURTHER DEVELOPMENT OR CHANGE IN USE THEREOF, INCLUDING ENVIRONMENTAL LAWS AND LAWS OR REGULATIONS DEALING WITH ZONING OR LAND USE. BUYER FURTHER AGREES AND ACKNOWLEDGES THAT, AS OF THE CLOSING, BUYER SHALL HAVE MADE SUCH FEASIBILITY STUDIES, INVESTIGATIONS, ENVIRONMENTAL STUDIES, ENGINEERING STUDIES, INQUIRIES OF GOVERNMENTAL OFFICIALS, AND ALL OTHER INQUIRIES AND INVESTIGATIONS, WHICH BUYER SHALL DEEM NECESSARY TO SATISFY ITSELF AS TO THE CONDITION, NATURE AND QUALITY OF THE PROPERTY AND AS TO THE SUITABILITY OF THE PROPERTY FOR BUYER’S PURPOSES. BUYER FURTHER AGREES AND ACKNOWLEDGES THAT, IN PURCHASING THE PROPERTY, BUYER FINAL AGREEMENT SHALL RELY ENTIRELY ON ITS OWN INVESTIGATION, EXAMINATION AND INSPECTION OF THE PROPERTY AND ITS ANALYSIS AND EVALUATION OF THE PROPERTY DOCUMENTS FURNISHED BY SELLER TO BUYER PURSUANT TO SECTION 4.1.2, AND NOT UPON ANY REPRESENTATION OR WARRANTY OF SELLER, OR ANY AGENT OR REPRESENTATIVE OF SELLER, WHICH IS NOT SET FORTH IN SECTION 9.2. THEREFORE, BUYER AGREES THAT, IN CONSUMMATING THE PURCHASE OF THE PROPERTY PURSUANT TO THIS AGREEMENT, BUYER SHALL ACQUIRE THE PROPERTY IN ITS THEN CONDITION, “AS IS, WHERE IS” AND WITH ALL FAULTS, AND, SUBJECT TO SELLER’S REPRESENTATIONS AND WARRANTIES SET FORTH IN SECTION 9.2, SOLELY IN RELIANCE ON BUYER’S OWN INVESTIGATION, EXAMINATION, INSPECTION, ANALYSIS AND EVALUATION OF THE PROPERTY. THE AGREEMENTS AND ACKNOWLEDGMENTS CONTAINED IN THIS SECTION 10.1 CONSTITUTE A CONCLUSIVE ADMISSION THAT BUYER, AFTER HAVING RETAINED AND CONSULTED WITH SOPHISTICATED AND KNOWLEDGEABLE EXPERTS, SHALL ACQUIRE THE PROPERTY SOLELY UPON ITS OWN JUDGMENT AS TO ANY MATTER GERMANE TO THE PROPERTY OR TO BUYER’S CONTEMPLATED USE OF THE PROPERTY, AND NOT UPON ANY STATEMENT, REPRESENTATION OR WARRANTY BY SELLER, OR ANY AGENT OR REPRESENTATIVE OF SELLER, WHICH IS NOT EXPRESSLY SET FORTH IN THIS AGREEMENT, THE DOCUMENTS EXECUTED AND DELIVERED BY SELLER OR SELLER’S AFFILIATES PURSUANT TO SECTIONS 12.2.1 THROUGH 12.2.3, AND THE DOCUMENTS EXECUTED AND DELIVERED BY SELLER OR SELLER’S AFFILIATES PURSUANT TO SECTION 12.4. AT THE CLOSING, UPON THE REQUEST OF SELLER, BUYER SHALL EXECUTE AND DELIVER TO SELLER A CERTIFICATE OF BUYER REAFFIRMING THE FOREGOING.

Seller’s Disclaimer. EXCEPT FOR Except to the extent expressly set forth in this Section 13 and elsewhere in this Agreement, Seller makes no representations or warranties with respect to, and shall have no liability for: (i) the condition of the Property or the suitability of the Property for habitation or for Purchaser’s intended use or for any use whatsoever; (ii) any applicable building, zoning, fire or life safety laws or regulations or with respect to compliance therewith or with respect to the existence of or compliance with any required permits, if any, of any government agency, other than that described in Section 13.1(k) above; (iii) the availability or existence of any water, sewer or other utilities, any rights thereto, or any water, sewer or other utility districts; or (iv) the presence of any environmentally hazardous wastes, substances or materials on, in or under the property or any adjacent properties. PURCHASER ACKNOWLEDGES TO SELLER THAT PURCHASER WAS OFFERED, BUT AT THE REPRESENTATIONS AND WARRANTIES BY SELLER SET FORTH IN SECTION 9.2, BUYER ACKNOWLEDGES AND AGREES THAT THE SALE CLOSE OF THE PROPERTY TO BUYER IS MADE WITHOUT ANY WARRANTY OR REPRESENTATION OF ANY KIND BY SELLER, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO ANY ASPECT, PORTION OR COMPONENT OF THE PROPERTY, INCLUDING: (I) THE PHYSICAL CONDITION, NATURE OR QUALITY OF THE PROPERTY, INCLUDING THE QUALITY OF THE SOILS ON AND UNDER THE PROPERTY; (II) THE FITNESS OF THE PROPERTY FOR ANY PARTICULAR PURPOSE; (III) COMPLIANCE WITH ANY ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE LAWS, RULES, REGULATION, ORDERS OR REQUIREMENTS, INCLUDING, WITHOUT LIMITATION, TITLE III OF THE AMERICANS WITH DISABILITIES ACT OF 1990DUE DILIGENCE PERIOD SHALL HAVE WAIVED, THE CALIFORNIA HEALTH & SAFETY CODE, THE VISUAL ARTISTS RIGHTS ACT, THE FEDERAL WATER POLLUTION CONTROL ACT, THE FEDERAL RESOURCE CONSERVATION AND RECOVERY ACT, THE U.S. ENVIRONMENTAL PROTECTION AGENCY REGULATIONS AT 40 C.F.R., PART 261, THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY ACT OF 1980, AS AMENDED, THE RESOURCE CONSERVATION AND RECOVERY ACT OF 1976, THE CLEAN WATER ACT, THE SAFE DRINKING WATER ACT, THE HAZARDOUS MATERIALS TRANSPORTATION ACT, THE TOXIC SUBSTANCE CONTROL ACT, AND REGULATIONS PROMULGATED OPPORTUNITY UNDER ANY OF THE FOREGOING; (x) THE PRESENCE OR ABSENCE OF HAZARDOUS MATERIALS AT, ON, UNDER, OR ADJACENT THIS AGREEMENT TO THE PROPERTY; OR (IV) EXISTING OR PROPOSED GOVERNMENTAL LAWS OR REGULATIONS APPLICABLE TO THE PROPERTY, OR THE FURTHER DEVELOPMENT OR CHANGE IN USE THEREOF, INCLUDING ENVIRONMENTAL LAWS AND LAWS OR REGULATIONS DEALING WITH ZONING OR LAND USE. BUYER FURTHER AGREES AND ACKNOWLEDGES THAT, AS OF THE CLOSING, BUYER SHALL HAVE MADE SUCH FEASIBILITY STUDIES, INVESTIGATIONS, ENVIRONMENTAL STUDIES, ENGINEERING STUDIES, INQUIRIES OF GOVERNMENTAL OFFICIALS, AND ALL OTHER INQUIRIES AND INVESTIGATIONS, WHICH BUYER SHALL DEEM NECESSARY TO SATISFY ITSELF AS TO THE CONDITION, NATURE AND QUALITY OF THE PROPERTY AND AS TO THE SUITABILITY OF THE PROPERTY FOR BUYER’S PURPOSES. BUYER FURTHER AGREES AND ACKNOWLEDGES THAT, IN PURCHASING THE PROPERTY, BUYER FINAL AGREEMENT SHALL RELY ENTIRELY ON ITS OWN INVESTIGATION, EXAMINATION AND INSPECTION OF THE PROPERTY AND ITS ANALYSIS AND EVALUATION OF THE PROPERTY DOCUMENTS FURNISHED BY SELLER TO BUYER PURSUANT TO SECTION 4.1.2, AND NOT UPON ANY REPRESENTATION OR WARRANTY OF SELLER, OR ANY AGENT OR REPRESENTATIVE OF SELLER, WHICH IS NOT SET FORTH IN SECTION 9.2. THEREFORE, BUYER AGREES THAT, IN CONSUMMATING THE PURCHASE OF THE PROPERTY PURSUANT TO THIS AGREEMENT, BUYER SHALL ACQUIRE INSPECT THE PROPERTY IN ITS THEN CONDITION, “AS IS, WHERE IS” ALL RESPECTS AND WITH ALL FAULTS, AND, SUBJECT EXCEPT TO THE EXTENT OF SELLER’S EXPRESS REPRESENTATIONS HEREUNDER, PURCHASER ASSUMES THE RESPONSIBILITY AND WARRANTIES SET FORTH RISKS OF ALL DEFECTS AND CONDITIONS, INCLUDING SUCH DEFECTS AND CONDITIONS, IF ANY, THAT CANNOT BE OBSERVED BY CASUAL INSPECTION AND ALL RISKS ASSOCIATED WITH ADVERSE PHYSICAL CHARACTERISTICS AND EXISTING ENVIRONMENTAL CONDITIONS ON, IN SECTION 9.2, SOLELY IN RELIANCE ON BUYER’S OWN INVESTIGATION, EXAMINATION, INSPECTION, ANALYSIS AND EVALUATION OF THE PROPERTY. THE AGREEMENTS AND ACKNOWLEDGMENTS CONTAINED IN THIS SECTION 10.1 CONSTITUTE A CONCLUSIVE ADMISSION THAT BUYER, AFTER HAVING RETAINED AND CONSULTED WITH SOPHISTICATED AND KNOWLEDGEABLE EXPERTS, SHALL ACQUIRE THE PROPERTY SOLELY UPON ITS OWN JUDGMENT AS TO ANY MATTER GERMANE TO OR AT THE PROPERTY OR TO BUYER’S CONTEMPLATED USE OF THE PROPERTYANY ADJACENT PROPERTIES. Purchaser acknowledges and agrees that neither Seller not any member, AND NOT UPON ANY STATEMENTmanager, REPRESENTATION OR WARRANTY BY SELLERemployee or agent of Seller has made any representations or warranties regarding the truth, OR ANY AGENT OR REPRESENTATIVE OF SELLERaccuracy or thoroughness of any reports, WHICH IS NOT EXPRESSLY SET FORTH IN THIS AGREEMENTstudies or assessments relating to the Property which Seller may have delivered or otherwise made available to Purchaser, THE DOCUMENTS EXECUTED AND DELIVERED BY SELLER OR SELLER’S AFFILIATES PURSUANT TO SECTIONS 12.2.1 THROUGH 12.2.3, AND THE DOCUMENTS EXECUTED AND DELIVERED BY SELLER OR SELLER’S AFFILIATES PURSUANT TO SECTION 12.4except as otherwise expressly set forth in this Agreement. AT THE CLOSING, UPON THE REQUEST OF SELLER, BUYER SHALL EXECUTE AND DELIVER TO SELLER A CERTIFICATE OF BUYER REAFFIRMING THE FOREGOING.Purchaser acknowledges that Seller would not agree to sell the Property to Purchaser on the terms and conditions of this Agreement but for Purchaser’s acknowledgements and agreements set forth in this Section 13.2. Purchaser’s Initials:___________________________

Seller’s Disclaimer. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES BY SELLER SET FORTH IN SECTION 9.2, BUYER ACKNOWLEDGES AND AGREES THAT THE SALE OF THE PROPERTY TO BUYER IS MADE WITHOUT ANY WARRANTY OR REPRESENTATION OF ANY KIND BY SELLER, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO ANY ASPECT, PORTION OR COMPONENT OF THE PROPERTY, INCLUDING: (I) THE PHYSICAL CONDITION, NATURE OR QUALITY OF THE PROPERTY, INCLUDING THE QUALITY OF THE SOILS ON AND UNDER THE PROPERTY AND THE QUALITY OF THE LABOR AND MATERIALS INCLUDED IN ANY SITE IMPROVEMENTS COMPRISING A PORTION OF THE PROPERTY; (II) THE FITNESS OF THE PROPERTY FOR ANY PARTICULAR PURPOSE; (III) COMPLIANCE WITH ANY ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE LAWS, RULES, REGULATION, ORDERS OR REQUIREMENTS, INCLUDING, WITHOUT LIMITATION, TITLE III OF THE AMERICANS WITH DISABILITIES ACT OF 1990, THE CALIFORNIA HEALTH & SAFETY CODE, THE VISUAL ARTISTS RIGHTS ACT, THE FEDERAL WATER POLLUTION CONTROL ACT, THE FEDERAL RESOURCE CONSERVATION AND RECOVERY ACT, THE U.S. ENVIRONMENTAL PROTECTION AGENCY REGULATIONS AT 40 C.F.R., PART 261, THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY ACT OF 1980, AS AMENDED, THE RESOURCE CONSERVATION AND RECOVERY ACT OF 1976, THE CLEAN WATER ACT, THE SAFE DRINKING WATER ACT, THE HAZARDOUS MATERIALS TRANSPORTATION ACT, THE TOXIC SUBSTANCE CONTROL ACT, AND REGULATIONS PROMULGATED UNDER ANY OF THE FOREGOING; (x) THE PRESENCE OR ABSENCE OF HAZARDOUS MATERIALS AT, ON, UNDER, OR ADJACENT TO THE PROPERTY; OR (IV) EXISTING OR PROPOSED GOVERNMENTAL LAWS OR REGULATIONS APPLICABLE TO THE PROPERTY, OR THE FURTHER DEVELOPMENT OR CHANGE IN USE THEREOF, INCLUDING ENVIRONMENTAL LAWS AND LAWS OR REGULATIONS DEALING WITH ZONING OR LAND USE. BUYER FURTHER AGREES AND ACKNOWLEDGES THAT, AS OF THE CLOSING, BUYER SHALL HAVE MADE SUCH FEASIBILITY STUDIES, INVESTIGATIONS, ENVIRONMENTAL STUDIES, ENGINEERING STUDIES, INQUIRIES OF GOVERNMENTAL OFFICIALS, AND ALL OTHER INQUIRIES AND INVESTIGATIONS, WHICH BUYER SHALL DEEM NECESSARY TO SATISFY ITSELF AS TO THE CONDITION, NATURE AND QUALITY OF THE PROPERTY AND AS TO THE SUITABILITY OF THE PROPERTY FOR BUYER’S PURPOSES. BUYER FURTHER AGREES AND ACKNOWLEDGES THAT, IN PURCHASING THE PROPERTY, BUYER FINAL AGREEMENT SHALL RELY ENTIRELY ON ITS OWN INVESTIGATION, EXAMINATION AND INSPECTION OF THE PROPERTY AND ITS ANALYSIS AND EVALUATION OF THE PROPERTY ANY DOCUMENTS FURNISHED BY SELLER TO BUYER PURSUANT TO SECTION 4.1.2BUYER, AND NOT UPON ANY REPRESENTATION OR WARRANTY OF SELLER, OR ANY AGENT OR REPRESENTATIVE OF SELLER, WHICH IS NOT SET FORTH IN SECTION 9.2. THEREFORE, BUYER AGREES THAT, IN CONSUMMATING THE PURCHASE OF THE PROPERTY PURSUANT TO THIS AGREEMENT, BUYER SHALL ACQUIRE THE PROPERTY IN ITS THEN CONDITION, “AS IS, WHERE IS” AND WITH ALL FAULTS, AND, SUBJECT TO SELLER’S REPRESENTATIONS AND WARRANTIES SET FORTH IN SECTION 9.2, SOLELY IN RELIANCE ON BUYER’S OWN INVESTIGATION, EXAMINATION, INSPECTION, ANALYSIS AND EVALUATION OF THE PROPERTY. THE AGREEMENTS AND ACKNOWLEDGMENTS CONTAINED IN THIS SECTION 10.1 CONSTITUTE A CONCLUSIVE ADMISSION THAT BUYER, AFTER HAVING RETAINED AND CONSULTED WITH SOPHISTICATED AND KNOWLEDGEABLE EXPERTS, SHALL ACQUIRE THE PROPERTY SOLELY UPON ITS OWN JUDGMENT AS TO ANY MATTER GERMANE TO THE PROPERTY OR TO BUYER’S CONTEMPLATED USE OF THE PROPERTY, AND NOT UPON ANY STATEMENT, REPRESENTATION OR WARRANTY BY SELLER, OR ANY AGENT OR REPRESENTATIVE OF SELLER, WHICH IS NOT EXPRESSLY SET FORTH IN THIS AGREEMENT, THE DOCUMENTS EXECUTED AND DELIVERED BY SELLER OR SELLER’S AFFILIATES PURSUANT TO SECTIONS 12.2.1 THROUGH 12.2.3, AND THE DOCUMENTS EXECUTED AND DELIVERED BY SELLER OR SELLER’S AFFILIATES PURSUANT TO SECTION 12.4. AT THE CLOSING, UPON THE REQUEST OF SELLER, BUYER SHALL EXECUTE AND DELIVER TO SELLER A CERTIFICATE OF BUYER REAFFIRMING THE FOREGOING.

Seller’s Disclaimer. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES BY SELLER SET FORTH IN SECTION 9.2BUYER ACKNOWLEDGES THAT PRIOR TO ENTERING INTO THIS AGREEMENT, BUYER ACKNOWLEDGES HAS UNDERTAKEN AND APPROVED SUCH INDEPENDENT TITLE, SURVEY, LEASING, MARKET, TRADE AREA, COMPETITION AND REVENUE AND EXPENSE REVIEWS, ANALYSES AND STUDIES, AND HAS DEVELOPED AND APPROVED SUCH INDEPENDENT PROJECTIONS AND ASSUMPTIONS, AS BUYER HAS DEEMED NECESSARY OR APPROPRIATE, AND BUYER HAS NOT RELIED ON ANY OFFERING MATERIALS OR ANY REVIEWS, ANALYSES, STUDIES, PROJECTIONS OR ASSUMPTIONS PREPARED OR PROVIDED BY SELLER, THE PROPERTY MANAGER, OR THE SALES ADVISORS. BUYER AGREES THAT THE SALE BUYER HAS PERFORMED OR WILL PERFORM SUCH EXAMINATIONS AND INVESTIGATIONS OF THE PROPERTY AS BUYER DEEMS NECESSARY OR APPROPRIATE PRIOR TO ENTERING INTO THIS AGREEMENT, AND THAT BUYER WILL RELY SOLELY UPON SUCH EXAMINATIONS AND INVESTIGATIONS IN PURCHASING THE PROPERTY. BUYER FURTHER ACKNOWLEDGES THAT SELLER HAS DISCLOSED TO BUYER THAT THE BARREL-SHAPED ROOF OVER THE TOWER PORTION OF ONE FINANCIAL PLAZA IS MADE WITHOUT ANY WARRANTY IN NEED OF REPAIR AND THAT CONSULTANTS HAVE RECOMMENDED TO OWNERSHIP THAT THE ROOF SYSTEM, INCLUDING THE COPPER PANELS AND SUBSTRATE, BE REPLACED PROMPTLY. ROOF REPAIRS SELLER HAS PREVIOUSLY EFFECTED SHOULD PROVIDE SUFFICIENT LIFE FROM THE EXISTING ROOF TO DESIGN AND COMPLETE PRE-CONSTRUCTION ACTIVITIES RELATED TO A REPLACEMENT ROOF. BUYER IS ALSO AWARE THAT THE CAULKING AND SEALANT AROUND VARIOUS OF THE WINDOWS AT THE PROPERTY IS AT OR REPRESENTATION NEAR THE END OF ANY KIND BY ITS USEFUL LIFE. BUYER ACKNOWLEDGES THAT IT SHALL PERFORM ITS OWN DUE DILIGENCE RELATIVE TO THE PHYSICAL CONDITION OF THE PROPERTY AND THE MAINTENANCE ITEMS IDENTIFIED IN THIS SECTION 9.1. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT BUYER IS ACQUIRING THE PROPERTY "AS IS" AND "WHERE IS", AND "WITH ALL FAULTS", AND THAT NEITHER SELLER, EITHER NOR THE PROPERTY MANAGER, NOR THE SALES ADVISORS, NOR ANYONE ELSE ACTING ON THEIR BEHALF HAS MADE ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, OTHER THAN AS EXPRESSLY RECITED HEREIN, WITH RESPECT TO ANY ASPECTTHE TITLE, PORTION QUALITY, PHYSICAL CONDITION, VALUE OF THE PROPERTY OR COMPONENT IMPROVEMENTS THEREON, INCOME TO BE DERIVED FROM THE PROPERTY, EXPENSES OF OPERATING THE PROPERTY, QUALITY OF CONSTRUCTION OR MATERIALS AND/OR THE STATE OF REPAIR OF THE PROPERTY, INCLUDING: (I) THE PHYSICAL CONDITION, NATURE OR QUALITY OF THE PROPERTY, INCLUDING THE QUALITY OF THE SOILS ON AND UNDER THE PROPERTY; (II) THE FITNESS OF ANY OTHER MATTER OR THING AFFECTING OR RELATED TO THE PROPERTY FOR ANY PARTICULAR PURPOSE; OR THIS AGREEMENT (III) COMPLIANCE WITH ANY ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE LAWS, RULES, REGULATION, ORDERS OR REQUIREMENTS, INCLUDING, WITHOUT LIMITATION, TITLE III ANY WARRANTIES OF THE AMERICANS WITH DISABILITIES ACT HABITABILITY, WARRANTIES OF 1990, THE CALIFORNIA HEALTH & SAFETY CODE, THE VISUAL ARTISTS RIGHTS ACT, THE FEDERAL WATER POLLUTION CONTROL ACT, THE FEDERAL RESOURCE CONSERVATION AND RECOVERY ACT, THE U.S. ENVIRONMENTAL PROTECTION AGENCY REGULATIONS AT 40 C.F.R., PART 261, THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY ACT OF 1980, AS AMENDED, THE RESOURCE CONSERVATION AND RECOVERY ACT OF 1976, THE CLEAN WATER ACT, THE SAFE DRINKING WATER ACT, THE HAZARDOUS MATERIALS TRANSPORTATION ACT, THE TOXIC SUBSTANCE CONTROL ACT, AND REGULATIONS PROMULGATED UNDER ANY OF THE FOREGOING; (x) THE PRESENCE MERCHANTABILITY AND/OR ABSENCE OF HAZARDOUS MATERIALS AT, ON, UNDER, OR ADJACENT TO THE PROPERTY; OR (IV) EXISTING OR PROPOSED GOVERNMENTAL LAWS OR REGULATIONS APPLICABLE TO THE PROPERTY, OR THE FURTHER DEVELOPMENT OR CHANGE IN USE THEREOF, INCLUDING ENVIRONMENTAL LAWS AND LAWS OR REGULATIONS DEALING WITH ZONING OR LAND USE. BUYER FURTHER AGREES AND ACKNOWLEDGES THAT, AS OF THE CLOSING, BUYER SHALL HAVE MADE SUCH FEASIBILITY STUDIES, INVESTIGATIONS, ENVIRONMENTAL STUDIES, ENGINEERING STUDIES, INQUIRIES OF GOVERNMENTAL OFFICIALS, AND ALL OTHER INQUIRIES AND INVESTIGATIONSFITNESS FOR A PARTICULAR PURPOSE), WHICH BUYER SHALL DEEM NECESSARY TO SATISFY ITSELF AS TO MIGHT BE PERTINENT IN CONSIDERING THE CONDITION, NATURE AND QUALITY MAKING OF THE PROPERTY AND AS TO THE SUITABILITY OF THE PROPERTY FOR BUYER’S PURPOSES. BUYER FURTHER AGREES AND ACKNOWLEDGES THAT, IN PURCHASING THE PROPERTY, BUYER FINAL AGREEMENT SHALL RELY ENTIRELY ON ITS OWN INVESTIGATION, EXAMINATION AND INSPECTION OF THE PROPERTY AND ITS ANALYSIS AND EVALUATION OF THE PROPERTY DOCUMENTS FURNISHED BY SELLER TO BUYER PURSUANT TO SECTION 4.1.2, AND NOT UPON ANY REPRESENTATION OR WARRANTY OF SELLER, OR ANY AGENT OR REPRESENTATIVE OF SELLER, WHICH IS NOT SET FORTH IN SECTION 9.2. THEREFORE, BUYER AGREES THAT, IN CONSUMMATING THE PURCHASE OF THE PROPERTY PURSUANT OR THE ENTERING INTO OF THIS AGREEMENT; AND BUYER DOES HEREBY EXPRESSLY ACKNOWLEDGE THAT NO SUCH REPRESENTATIONS HAVE BEEN MADE. BUYER DOES HEREBY FURTHER EXPRESSLY ACKNOWLEDGE AND AGREE THAT SELLER SHALL NOT BE LIABLE OR BOUND IN ANY MANNER BY, AND IS HEREBY RELEASED WITH RESPECT TO, ANY REPRESENTATIONS, WARRANTIES, GUARANTEES, PROMISES, STATEMENTS, OR INFORMATION PERTAINING TO THE PROPERTY MADE OR FURNISHED BY THE PROPERTY MANAGER, THE SALES ADVISORS, OR ANY OTHER BROKER, AGENT, EMPLOYEE, CONTRACTOR, ATTORNEY, CONSULTANT, OR OTHER PERSON REPRESENTING OR PURPORTING TO REPRESENT SELLER. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, BUYER DOES HEREBY EXPRESSLY ACKNOWLEDGE AND AGREE THAT NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXCEPT THOSE SET FORTH IN ARTICLE II OF THIS AGREEMENT, HAVE BEEN MADE DIRECTLY OR INDIRECTLY TO BUYER SHALL ACQUIRE OR PERSONS ON BEHALF OF BUYER BY SELLER, THE PROPERTY IN ITS THEN CONDITIONMANAGER, “AS ISTHE SALES ADVISORS, WHERE IS” AND OR ANY OTHER BROKER, AGENT, EMPLOYEE, CONTRACTOR, ATTORNEY, CONSULTANT OR OTHER PERSON REPRESENTING SELLER OR PURPORTING TO REPRESENT SELLER WITH ALL FAULTS, AND, SUBJECT RESPECT TO SELLER’S REPRESENTATIONS AND WARRANTIES SET FORTH IN SECTION 9.2, SOLELY IN RELIANCE ON BUYER’S OWN INVESTIGATION, EXAMINATION, INSPECTION, ANALYSIS AND EVALUATION OF THE PROPERTY. THE AGREEMENTS AND ACKNOWLEDGMENTS CONTAINED IN THIS SECTION 10.1 CONSTITUTE A CONCLUSIVE ADMISSION THAT BUYER, AFTER HAVING RETAINED AND CONSULTED WITH SOPHISTICATED AND KNOWLEDGEABLE EXPERTS, SHALL ACQUIRE THE PROPERTY SOLELY UPON ITS OWN JUDGMENT AS TO ANY MATTER GERMANE TO THE PROPERTY OR TO BUYER’S CONTEMPLATED USE OF THE PROPERTY, AND THAT ANY STATEMENTS WHATSOEVER MADE OUTSIDE OF ARTICLE II ARE NOT MATERIAL AND HAVE NOT BEEN RELIED UPON ANY STATEMENT, REPRESENTATION OR WARRANTY BY SELLER, OR ANY AGENT OR REPRESENTATIVE OF SELLER, WHICH IS NOT EXPRESSLY SET FORTH IN THIS AGREEMENT, THE DOCUMENTS EXECUTED AND DELIVERED BY SELLER OR SELLER’S AFFILIATES PURSUANT TO SECTIONS 12.2.1 THROUGH 12.2.3, AND THE DOCUMENTS EXECUTED AND DELIVERED BY SELLER OR SELLER’S AFFILIATES PURSUANT TO SECTION 12.4. AT THE CLOSING, UPON THE REQUEST OF SELLER, BUYER SHALL EXECUTE AND DELIVER TO SELLER A CERTIFICATE OF BUYER REAFFIRMING THE FOREGOINGBUYER.