Common use of Seller’s Disclaimers Clause in Contracts

Seller’s Disclaimers. Except for the representations and warranties in Section 2.1 above, Purchaser expressly acknowledges that the Facility is being sold and accepted AS-IS, WHERE-IS, and Seller makes no representations or warranties with respect to the physical condition or any other aspect of the Facility, including, without limitation, (i) the structural integrity of any of the Improvements, (ii) the manner, construction, condition, and state of repair or lack of repair of any of the Improvements, (iii) the conformity of the Improvements to any plans or specifications for the Facility, including but not limited to any plans and specifications that may have been or which may be provided to Purchaser, (iv) the conformity of the Facility to past, current or future applicable zoning or building code requirements or the compliance with any other laws, rules, ordinances, or regulations of any government or other body, (v) the financial earning capacity or history or expense history of the operation of the Facility, (vi) the nature and extent of any right-of-way, lease, possession, lien, encumbrance, license, reservation, condition, or otherwise, (vii) the existence of soil instability, past soil repairs, soil additions or conditions of soil fill, susceptibility to landslides, sufficiency of undershoring, sufficiency of drainage, (viii) whether the Facility is located wholly or partially in a flood plain or a flood hazard boundary or similar area, (ix) the existence or non-existence of asbestos, underground or above ground storage tanks, hazardous waste or other toxic or hazardous materials of any kind or any other environmental condition or whether the Facility is in compliance with applicable laws, rules and regulations, (x) the Facility’s investment potential or resale at any future date, at a profit or otherwise, (xi) any tax consequences of ownership of the Facility or (xii) any other matter whatsoever affecting the stability, integrity, other condition or status of the land or any buildings or other Improvements situated on all or part of the Facility (collectively, the “Property Conditions”), except for warranties and representations expressly set forth in Section 2.1 above and in any of the closing documents to be delivered by Seller as set forth herein. EXCEPT FOR THE REPRESENTATIONS OF SELLER EXPRESSLY SET FORTH IN SECTION 2.1 ABOVE, PURCHASER HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVES ANY AND ALL ACTUAL OR POTENTIAL RIGHTS PURCHASER MIGHT HAVE REGARDING ANY FORM OF WARRANTY, EXPRESS OR IMPLIED OR ARISING BY OPERATION OF LAW, INCLUDING, BUT IN NO WAY LIMITED TO ANY WARRANTY OF CONDITION, HABITABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE relating to the Facility, its Improvements or the Property Conditions, such waiver being absolute, complete, total and unlimited in any way.

Seller’s Disclaimers. Except Purchaser represents, warrants, acknowledges and agrees (i) that Purchaser has examined to its satisfaction and understands the operation and/or condition of the Property and is relying solely on its own (or its representatives’) inspection, examination and evaluation of the Property, (ii) that Purchaser has made such examination of the operation, income and expenses of the Property, as well as all other matters and documents affecting or relating to the transaction contemplated hereby, as Purchaser deemed necessary, and (iii) that, except for the representations express representations, warranties and covenants of Seller set forth in this Agreement, neither Seller nor its respective affiliates, or any employees, agents, attorneys, partners, members, officers, directors, advisors or property manager of Seller or their respective affiliates have made any verbal or written representations, warranties or statements of any nature or kind whatsoever to Purchaser, whether expressed or implied, and, in Section 2.1 aboveparticular, Purchaser expressly acknowledges that the Facility is being sold and accepted AS-IS, WHERE-IS, and Seller makes no representations or warranties have been made with respect to (a) the physical condition condition, quality or any other aspect operation of the Facility, Property (including, without limitation, (iI) the structural integrity absence or presence of any hazardous substances at, in or adjacent to the Property, (II) the compliance of the ImprovementsProperty with applicable legal or insurance requirements regarding hazardous substances, or (iiIII) the manner, construction, condition, manner of construction and condition and state of repair or lack of repair of any improvements located thereon), (b) the suitability of the ImprovementsProperty for any and all activities and uses which Purchaser may conduct thereon, (iiic) the conformity revenues and expenses of the Improvements to any plans or specifications for the Facility, including but not limited to any plans and specifications that may have been or which may be provided to PurchaserProperty, (ivd) the conformity of zoning and other laws, ordinances, regulations and rules applicable to the Facility to past, current or future applicable zoning or building code requirements Property or the compliance with any other laws, rules, ordinances, of the Property or regulations of any government or other body, (v) the financial earning capacity or history or expense history of the operation of the FacilityProperty therewith, (vie) the nature Space Leases, the Security Deposits, the Service Contracts, the Contract Rights, the Permitted Exceptions and extent any rights or obligations of Seller thereunder, (f) the occupancy of the Real Property or any right-of-waypart thereof, lease(g) the quantity, possession, lien, encumbrance, license, reservation, conditionquality or condition of the Fixtures, or otherwise, (vii) the existence of soil instability, past soil repairs, soil additions or conditions of soil fill, susceptibility to landslides, sufficiency of undershoring, sufficiency of drainage, (viii) whether the Facility is located wholly or partially in a flood plain or a flood hazard boundary or similar area, (ix) the existence or non-existence of asbestos, underground or above ground storage tanks, hazardous waste or other toxic or hazardous materials of any kind or any other environmental condition or whether the Facility is in compliance with applicable laws, rules and regulations, (x) the Facility’s investment potential or resale at any future date, at a profit or otherwise, (xi) any tax consequences of ownership of the Facility or (xiih) any other matter whatsoever or thing affecting or related to the stability, integrity, other condition Property or status of the land or any buildings or other Improvements situated on all or part of the Facility (collectively, the “Property Conditions”)transactions contemplated hereby, except for warranties as and representations solely to the extent expressly set forth in Section 2.1 above and this Agreement. Purchaser agrees that Seller shall not be bound in any of manner whatsoever by any guarantees, promises, projections, or other information pertaining to the closing documents Property made, furnished or claimed to be delivered have been made or furnished by Seller or any affiliates, employees, agents, attorneys, partners, members, officers, directors, advisors or property manager of Seller or any broker, whether verbally or in writing, except as expressly set forth hereinin this Agreement. EXCEPT FOR THE REPRESENTATIONS OF SELLER EXPRESSLY SET FORTH IN SECTION 2.1 ABOVEPurchaser acknowledges and agrees that, PURCHASER HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVES ANY AND ALL ACTUAL OR POTENTIAL RIGHTS PURCHASER MIGHT HAVE REGARDING ANY FORM OF WARRANTYexcept as otherwise expressly provided in this Agreement, EXPRESS OR IMPLIED OR ARISING BY OPERATION OF LAWPurchaser shall accept the Property on an “AS IS, INCLUDINGWHERE IS” basis, BUT IN NO WAY LIMITED TO ANY WARRANTY OF CONDITIONwith all faults, HABITABILITYin substantially its present condition, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE relating subject to ordinary use, wear and tear and natural deterioration between the date hereof and the Closing. Purchaser hereby waives, to the Facilityextent permitted by law, its Improvements or the Property Conditions, such waiver being absolute, complete, total any and unlimited in any wayall implied warranties.