Common use of Acceptance of the Property Clause in Contracts

Acceptance of the Property. Except as otherwise expressly provided in this Agreement or in the Conveyance Documents, Buyer represents and warrants to Seller that Buyer is a sophisticated and experienced purchaser, owner and developer of commercial, office and retail property, and is relying solely upon its own inspection, investigation and analyses of the Property in entering into this Agreement, and, except as otherwise expressly provided in this Agreement or in the Conveyance Documents, is not relying in any way upon any representation, statement, agreement, warranty, study, report, description, or other information or material made by or furnished by either Seller, its managers, members, officers, directors, employees, attorneys, consultants, agents, representatives or affiliates (collectively “Seller’s Representatives”), whether oral or written, express or implied, of any nature whatsoever regarding any such matters. Buyer acknowledges that it will be familiar with the Property and subject to the terms and provisions of Section 4 hereof, will have made such independent investigations as Buyer deems necessary or appropriate concerning the condition of the Property and the suitability and acceptability of the Property for Buyer’s intended purposes, including but not limited to (i) the physical condition, size, dimensions, location and topography of the Real Property, (ii) the accuracy of any maps, floor plans, abstracts, sketches, drawings, schedules, or other documents relating to the Property, (iii) the accuracy of any statements, calculations, conditions, revenue or expense projections, or other information stated or set forth in any of the Due Diligence Items, or other books and records concerning the Property, (iv) any other physical conditions of or affecting the Property, including without limitation the presence of asbestos, lead paint or mold, (v) the availability or adequacy of access to the Property, or of water, sewage, gas, electrical or other utilities necessary for the use of the Property, (vi) Buyer’s proposed use of the Property, including without limitation, investigations or analyses of applicable laws, statutes, rules, regulations, ordinances, limitations, governmental permits, dedications, fees, assessments, restrictions or requirements concerning the use, density, location or suitability of the Property or any existing or proposed development or condition thereof, (vii) the ability of Buyer to obtain any necessary governmental approvals or permits for Buyer’s intended use or development of the Property, (viii) the locale and environs of the Property, the leasing or sales market for the Property, and any market assumptions utilized by Buyer in its analyses of the Property and determination of the Purchase Price, including without limitation, projected sales prices, rental rates, leasing costs, vacancy and absorption rates, land values, construction costs, maintenance and operating costs, and financing costs, (ix) the compliance or non-compliance of the Property with any Environmental Law (as defined below) and other applicable laws, (x) the zoning of the Property, (xi) all matters disclosed (or which should have been identified and disclosed) in the PTR, the Title Commitment, if any, and/or the Survey, (xii) any facts that would be disclosed by a physical inspection of the Property, (xiii) all matters disclosed or described in the Due Diligence Items and in this Agreement, and (xiv) all other matters concerning the ownership, management, condition, use, development or sale of the Property. Except as otherwise expressly provided in this Agreement or in the Conveyance Documents, Buyer is relying solely upon its own inspection, investigation and analyses of the Property in entering into 3102/001/117988.10 this Agreement and consummating Closing, and, except for the covenants, representations and warranties of Seller, or either of them, to Buyer expressly set forth in this Agreement, or in any of the Conveyance Documents: (A) Buyer is not relying upon any representations, statements, agreements, warranties, studies, reports, descriptions, guidelines or other information or material furnished by Seller or any Seller’s Representative, whether oral or written, express or implied, of any nature whatsoever; (B) BUYER IS ACQUIRING THE PROPERTY IN “AS IS”, “WHERE-IS” CONDITION, “WITH ALL FAULTS” in its present state and condition as of Closing, with no right of set-off or reduction in the Purchase Price; and (C) Seller makes no representation or warranty concerning the Property.

Acceptance of the Property. Except as otherwise expressly provided in this Agreement or in the Conveyance Documents, Buyer represents and warrants to Seller that Buyer is a sophisticated and experienced purchaser, owner and developer of commercial, office and retail property, and is relying solely upon its own inspection, investigation and analyses of the Property in entering into this Agreement, and, except as otherwise expressly provided in this Agreement or in the Conveyance Documents, is not relying in any way upon any representation, statement, agreement, warranty, study, report, description, or other information or material made by or furnished by either Seller, its managers, members, officers, directors, employees, attorneys, consultants, agents, representatives or affiliates (collectively “"Seller’s 's Representatives”"), whether oral or written, express or implied, of any nature whatsoever regarding any such matters. Buyer acknowledges that it will be familiar with the Property and subject to the terms and provisions of Section 4 hereof, will have made such independent investigations as Buyer deems necessary or appropriate concerning the condition of the Property and the suitability and acceptability of the Property for Buyer’s 's intended purposes, including but not limited to (i) the physical condition, size, dimensions, location and topography of the Real Property, (ii) the accuracy of any maps, floor plans, abstracts, sketches, drawings, schedules, or other documents relating to the Property, (iii) 3102/001/109971.10 12 the accuracy of any statements, calculations, conditions, revenue or expense projections, or other information stated or set forth in any of the Due Diligence Items, or other books and records concerning the Property, (iv) any other physical conditions of or affecting the Property, including without limitation the presence of asbestos, lead paint or mold, (v) the availability or adequacy of access to the Property, or of water, sewage, gas, electrical or other utilities necessary for the use of the Property, (vi) Buyer’s 's proposed use of the Property, including without limitation, investigations or analyses of applicable laws, statutes, rules, regulations, ordinances, limitations, governmental permits, dedications, fees, assessments, restrictions or requirements concerning the use, density, location or suitability of the Property or any existing or proposed development or condition thereof, (vii) the ability of Buyer to obtain any necessary governmental approvals or permits for Buyer’s 's intended use or development of the Property, (viii) the locale and environs of the Property, the leasing or sales market for the Property, and any market assumptions utilized by Buyer in its analyses of the Property and determination of the Purchase Price, including without limitation, projected sales prices, rental rates, leasing costs, vacancy and absorption rates, land values, construction costs, maintenance and operating costs, and financing costs, (ix) the compliance or non-compliance of the Property with any Environmental Law (as defined below) and other applicable laws, (x) the zoning of the Property, (xi) all matters disclosed (or which should have been identified and disclosed) in the PTR, the Updated PTR, if any, the Title Commitment, if any, the Survey, and/or the Updated Survey, if any, (xii) any facts that would be disclosed by a physical inspection of the Property, (xiii) all matters disclosed or described in the Due Diligence Items and in this AgreementItems, and (xiv) all other matters concerning the ownership, management, condition, use, development or sale of the Property. Except as otherwise expressly provided in this Agreement or in the Conveyance Documents, Buyer is relying solely upon its own inspection, investigation and analyses of the Property in entering into 3102/001/117988.10 this Agreement and consummating Closing, and, except for the covenants, representations and warranties of Seller, or either of them, to Buyer expressly set forth in this Agreement, or in any of the Conveyance Documents: (A) Buyer is not relying upon any representations, statements, agreements, warranties, studies, reports, descriptions, guidelines or other information or material furnished by Seller or any Seller’s 's Representative, whether oral or written, express or implied, of any nature whatsoever; (B) BUYER IS ACQUIRING THE PROPERTY IN “"AS IS”", “"WHERE-IS” " CONDITION, “"WITH ALL FAULTS” " in its present state and condition as of Closing, with no right of set-off or reduction in the Purchase Price; and (C) Seller makes no representation or warranty concerning the Property.

Acceptance of the Property. Except as otherwise expressly provided in this Agreement or in the Conveyance Documents, Buyer represents and warrants to Seller that Buyer is a sophisticated and experienced purchaser, owner and developer of commercial, office and retail property, and is relying solely upon its own inspection, investigation and analyses analysis of the Property in entering into this Agreement, Agreement and, except as otherwise expressly provided in this Agreement or in the Conveyance Documents, Buyer is not relying in any way upon any representation, statement, agreement, warranty, study, report, description, or other information or material made by or furnished by either Seller (including Seller, its 's managers, members, officers, directors, officers and employees, ) or Seller's attorneys, consultants, agentssales agents or other representatives (each, representatives or affiliates (collectively “Seller’s Representatives”a "Seller Representative"), whether oral or written, express or implied, of any nature whatsoever regarding any such matters. Buyer acknowledges that it will be Buyer is familiar with the Property and subject to the terms and provisions of Section 4 hereof, will have has made such independent investigations as Buyer deems necessary or appropriate concerning the condition of the Property and the suitability and acceptability of the Property for Buyer’s 's intended purposes, including but not limited to (i) the physical condition, size, dimensions, location and topography of the Real Property, (ii) the accuracy of any maps, floor plans, abstracts, sketches, drawings, schedules, or other documents relating to the Property, (iii) the accuracy of any statements, calculations, conditions, revenue or expense projections, or other information stated or set forth in any of the Due Diligence Items, or other books and records concerning the Property, (iv) any other physical conditions of or affecting the Property, including without limitation the presence of asbestos, lead paint or mold, (v) the availability or adequacy of access to the Property, or of water, sewage, gas, electrical or other utilities necessary for the use of the Property, (vi) Buyer’s proposed use of the Property, including without limitation, investigations or analyses of applicable laws, statutes, rules, regulations, ordinances, limitations, governmental permits, dedications, fees, assessments, restrictions or requirements concerning the use, density, location or suitability of the Property or any existing or proposed development or condition thereof, (vii) the ability of Buyer to obtain any necessary governmental approvals or permits for Buyer’s intended use or development of the Property, (viii) the locale and environs of the Property, the leasing or sales market for the Property, and any market assumptions utilized by Buyer in its analyses of the Property and determination of the Purchase Price, including without limitation, projected sales prices, rental rates, leasing costs, vacancy and absorption rates, land values, construction costs, maintenance and operating costs, and financing costs, (ix) the compliance or non-compliance of the Property with any Environmental Law (as defined below) and other applicable laws, (x) the zoning of the Property, (xi) all matters disclosed (or which should have been identified and disclosed) in the PTR, the Title Commitment, if any, and/or the Survey, (xii) any facts that would be disclosed by a physical inspection of the Property, (xiii) all matters disclosed or described in the Due Diligence Items and in this Agreement, and (xiv) all other matters concerning the ownership, management, condition, use, development or sale of the Property. Except as otherwise expressly provided in this Agreement or in the Conveyance Documents, Buyer is relying solely upon its own inspection, investigation and analyses of the Property in entering into 3102/001/117988.10 this Agreement and consummating Closing, and, except for the covenants, representations and warranties of Seller, or either of them, to Buyer expressly set forth in this Agreement, or in any of the Conveyance Documents: (A) Buyer is not relying upon any representations, statements, agreements, warranties, studies, reports, descriptions, guidelines or other information or material furnished by Seller or any Seller’s Representative, whether oral or written, express or implied, of any nature whatsoever; (B) BUYER IS ACQUIRING ALL PORTIONS OF THE PROPERTY IN “THEIR "AS IS”", “"WHERE-IS” " CONDITION, “"WITH ALL FAULTS” " in its their present state and condition as of Closing, with no right of set-off or reduction in the Purchase Price; , or obligation of Seller to replace or repair except as may be expressly set forth in this Agreement. Except as expressly set forth in this Agreement or any Conveyance Document and in all cases subject to Seller's representations, warranties and covenants contained in this Agreement and in the Conveyance Documents, Buyer hereby expressly releases and forever discharges Seller and Seller's managers and members, and each of Seller's and Seller's manager's and member's respective members, managers, partners, shareholders, owners, directors, officers, employees, agents, consultants, attorneys and other representatives, as applicable (Ccollectively, the "Released Parties") Seller makes no representation from any and all claims, complaints, actions, causes of action, warranties of every type (excluding those expressly set forth in this Agreement or warranty concerning in the PropertyDeed), strict liability rights, and suits at law or in equity and/or demands for damages, losses, injuries, suffering, declaratory or injunctive relief, expenses, costs, liabilities and/or any other remedies or relief, 3119.001/132866 779613.06-LACSR02A - MSW whether now known or unknown (collectively, "Claims"), relating to any such matters described in this Section 5, and forever waives any and all such Claims against the Released Parties.

Acceptance of the Property. Except as otherwise expressly provided in this Agreement or in the Conveyance Documents, Buyer represents and warrants to Seller that Buyer is a sophisticated and experienced purchaser, owner and developer of commercial, office and retail property, and is relying solely upon its own inspection, investigation and analyses of the Property in entering into this Agreement, and, except as otherwise expressly provided in this Agreement or in the Conveyance Documents, is not relying in any way upon any representation, statement, agreement, warranty, study, report, description, or other information or material made by or furnished by either Seller, its managers, members, officers, directors, employees, attorneys, consultants, agents, representatives or affiliates (collectively “"Seller’s 's Representatives”"), whether oral or written, express or implied, of any nature whatsoever regarding any such matters. Buyer acknowledges that it will be familiar with the Property and subject to the terms and provisions of Section 4 hereof, will have made such independent investigations as Buyer deems necessary or appropriate concerning the condition of the Property and the suitability and acceptability of the Property for Buyer’s 's intended purposes, including but not limited to (i) the physical condition, size, dimensions, location and topography of the Real Property, (ii) the accuracy of any maps, floor plans, abstracts, sketches, drawings, schedules, or other documents relating to the Property, (iii) the accuracy of any statements, calculations, conditions, revenue or expense projections, or other information stated or set forth in any of the Due Diligence Items, or other books and records concerning the Property, (iv) any other physical conditions of or affecting the Property, including without limitation the presence of asbestos, lead paint or mold, (v) the availability or adequacy of access to the Property, or of water, sewage, gas, electrical or other utilities necessary for the use of the Property, (vi) Buyer’s 's proposed use of the Property, including without limitation, investigations or analyses of applicable laws, statutes, rules, regulations, ordinances, limitations, governmental permits, dedications, fees, assessments, restrictions or requirements concerning the use, density, location or suitability of the Property or any existing or proposed development or condition thereof, (vii) the ability of Buyer to obtain any necessary governmental approvals or permits for Buyer’s 's intended use or development of the Property, (viii) the locale and environs of the Property, the leasing or sales market for the Property, and any market assumptions utilized by Buyer in its analyses of the Property and determination of the Purchase Price, including without limitation, projected sales prices, rental rates, leasing costs, vacancy and absorption rates, land values, construction costs, maintenance and operating costs, and financing costs, (ix) the compliance or non-compliance of the Property with any Environmental Law (as defined below) and other applicable laws, (x) the zoning of the Property, (xi) all matters disclosed (or which should have been identified and disclosed) in the PTR, the Updated PTR, if any, the Title Commitment, if any, the Survey, and/or the Updated Survey, if any, (xii) any facts that would be disclosed by a physical inspection of the Property, (xiii) all matters disclosed or described in the Due Diligence Items and in this AgreementItems, and (xiv) all other matters concerning the ownership, management, condition, use, development or sale of the Property. Except as otherwise expressly provided in this Agreement or in the Conveyance Documents, Buyer is relying solely upon its own inspection, investigation and analyses of the Property in entering into 3102/001/117988.10 this Agreement and consummating Closing, and, except for the covenants, representations and warranties of Seller, or either of them, to Buyer expressly set forth in this Agreement, or in any of the Conveyance Documents: (A) Buyer is not relying upon any representations, statements, agreements, warranties, studies, reports, descriptions, guidelines or other information or material furnished by Seller or any Seller’s 's Representative, whether oral or written, express or implied, of any nature whatsoever; (B) BUYER IS ACQUIRING 3102/001/106725 THE PROPERTY IN “"AS IS”", “"WHERE-IS” " CONDITION, “"WITH ALL FAULTS” " in its present state and condition as of Closing, with no right of set-off or reduction in the Purchase Price; and (C) Seller makes no representation or warranty concerning the Property.

Acceptance of the Property. Except as otherwise expressly provided in this Agreement or in the Conveyance Documents, Buyer represents and warrants to Seller that Buyer is a sophisticated and experienced purchaser, owner and developer of commercial, office and retail property, and is relying solely upon its own inspection, investigation and analyses of the Property in entering into this Agreement, and, except as otherwise expressly provided in this Agreement or in the Conveyance Documents, is not relying in any way upon any representation, statement, agreement, warranty, study, report, description, or other information or material made by or furnished by either Seller, its managers, members, officers, directors, employees, attorneys, consultants, agents, representatives or affiliates (collectively “"Seller’s 's Representatives”"), whether oral or written, express or implied, of any nature whatsoever regarding any such matters. Buyer acknowledges that it will be familiar with the Property and subject to the terms and provisions of Section 4 hereof, will have made such independent investigations as Buyer deems necessary or appropriate concerning the condition of the Property and the suitability and acceptability of the Property for Buyer’s 's intended purposes, including but not limited to (i) the physical condition, size, dimensions, location and topography of the Real Property, (ii) the accuracy of any maps, floor plans, abstracts, sketches, drawings, schedules, or other documents relating to the Property, (iii) the accuracy of any statements, calculations, conditions, revenue or expense projections, or other information stated or set forth in any of the Due Diligence Items, or other books and records concerning the Property, (iv) any other physical conditions of or affecting the Property, including without limitation the presence of asbestos, lead paint or mold, (v) the availability or adequacy of access to the Property, or of water, sewage, gas, electrical or other utilities necessary for the use of the Property, (vi) Buyer’s 's proposed use of the Property, including without limitation, investigations or analyses of applicable laws, statutes, rules, regulations, ordinances, limitations, governmental permits, dedications, fees, assessments, restrictions or requirements concerning the use, density, location or suitability of the Property or any existing or proposed development or condition thereof, (vii) the ability of Buyer to obtain any necessary governmental approvals or permits for Buyer’s 's intended use or development of the Property, (viii) the locale and environs of the Property, the leasing or sales market for the Property, and any market assumptions utilized by Buyer in its analyses of the Property and determination of the Purchase Price, including without limitation, projected sales prices, rental rates, leasing costs, vacancy and absorption rates, land values, construction costs, maintenance and operating costs, and financing costs, (ix) the compliance or non-compliance of the Property with any Environmental Law (as defined below) and other applicable laws, (x) the zoning of the Property, (xi) all matters disclosed (or which should have been identified and disclosed) in the PTR, the Updated PTR, if any, the Title Commitment, if any, the Existing Survey, and/or the Updated Survey, if any, (xii) any facts that would be disclosed by a physical inspection of the Property, (xiii) all matters disclosed or described in the Due Diligence Items and in this AgreementItems, and (xiv) all other matters concerning the ownership, management, condition, use, development or sale of the Property. Except as otherwise expressly provided in this Agreement or in the Conveyance Documents, Buyer is relying solely upon its own inspection, investigation and analyses of the Property in entering into 3102/001/117988.10 this Agreement and consummating Closing, and, except for the covenants, representations and warranties of Seller, or either of them, to Buyer expressly set forth in this Agreement, or in any of the Conveyance Documents: (A) Buyer is not relying upon any representations, statements, agreements, warranties, studies, reports, descriptions, guidelines or other information or material furnished by Seller or any Seller’s 's Representative, whether oral or written, express or implied, of any nature whatsoever; (B) BUYER IS ACQUIRING THE PROPERTY IN “"AS IS”", “"WHERE-IS” " CONDITION, “"WITH ALL FAULTS” " in its present state and condition as of Closing, with no right of set-off or reduction in the Purchase Price; and (C) Seller makes no representation or warranty concerning the Property. As used herein: "Environmental Law" refers to any and all federal, state or local laws, ordinances, rules or other requirements of any governmental body relating to environmental conditions or industrial hygiene, including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. Section 9601, et seq., the Resource Conservation and Recovery Act, as amended, 42 U.S.C. Section 6901, et seq., the Hazardous Materials Transportation Act, as amended, 49 U.S.C. Section 1801, et seq., the Clean Water Act, as amended, 33 U.S.C. Section 1251, the Clean Air Act, 42 U.S.C. Section 7401, et seq., the Toxic Substances Control Act, as amended, 15 U.S.C. Section 2601 et seq., the Safe Drinking Water Act, as amended, 42 U.S.C. Sections 300f through 300j, and the Hawaii Environmental Response Law, Hawaii Revised Statutes, Chapter 128D.

Acceptance of the Property. Except Upon the Commencement Date, Landlord shall record the Memorandum (as otherwise expressly provided in this Agreement or defined below) in the Conveyance DocumentsOfficial Records of Orange County, Buyer represents California (“Official Records”) and warrants shall deliver to Seller that Buyer is a sophisticated and experienced purchaser, owner and developer of commercial, office and retail propertyTenant, and is relying solely upon its own inspectionTenant shall accept from Landlord, investigation and analyses possession of the Property in entering into this Agreementand all rights and appurtenances relating thereto, and Tenant shall promptly execute counterparts of the General Assignment, the License, the Bill of Sale, the Assignment of Contracts and the Assignment of Leases delivered by Landlord. Tenant acknowledges and agrees that it is leasing the Property based solely upon Tenant’s inspection and investigation of the Property and all documents related thereto, or its opportunity to do so, and, except for Landlord’s covenants, representations and warranties otherwise expressly set forth in this Lease, Tenant is leasing the Property in an “AS IS, WHERE IS” condition, without relying upon any representations or warranties, express, implied or statutory, of any kind. Without limiting the above, Tenant acknowledges that, except as otherwise expressly provided set forth in this Agreement Lease, neither Landlord, nor any other party has made any representations or in the Conveyance Documents, is not relying in any way upon any representation, statement, agreement, warranty, study, report, description, or other information or material made by or furnished by either Seller, its managers, members, officers, directors, employees, attorneys, consultants, agents, representatives or affiliates (collectively “Seller’s Representatives”), whether oral or writtenwarranties, express or implied, of on which Tenant is relying as to any nature whatsoever regarding any such matters. Buyer acknowledges that it will be familiar with , directly or indirectly, concerning the Property and subject to the terms and provisions of Section 4 hereofincluding, will have made such independent investigations as Buyer deems necessary or appropriate concerning the condition of the Property and the suitability and acceptability of the Property for Buyer’s intended purposes, including but not limited to (i) to, the physical conditionland, size, dimensions, location and topography the square footage of the Real Property, (ii) improvements and infrastructure, if any, development rights and exactions, expenses associated with the accuracy of any mapsProperty, floor planstaxes, abstractsassessments, sketchesbonds, drawingsutilities, schedulessoil, subsoil, drainage, environmental or building laws, rules or regulations, or Hazardous Materials (defined below) or any other documents matters affecting or relating to the Property, (iii) the accuracy of any statements, calculations, conditions, revenue or expense projections, or other information stated or set forth in any of the Due Diligence Items, or other books and records concerning the Property, (iv) any other physical conditions of or affecting the Property, including without limitation the presence of asbestos, lead paint or mold, (v) the availability or adequacy of access to the Property, or of water, sewage, gas, electrical or other utilities necessary for the use of the Property, (vi) Buyer’s proposed use of the Property, including without limitation, investigations or analyses of applicable laws, statutes, rules, regulations, ordinances, limitations, governmental permits, dedications, fees, assessments, restrictions or requirements concerning the use, density, location or suitability of the Property or any existing or proposed development or condition thereof, (vii) the ability of Buyer to obtain any necessary governmental approvals or permits for Buyer’s intended use or development of the Property, (viii) the locale and environs of the Property, the leasing or sales market for the Property, and any market assumptions utilized by Buyer in its analyses of the Property and determination of the Purchase Price, including without limitation, projected sales prices, rental rates, leasing costs, vacancy and absorption rates, land values, construction costs, maintenance and operating costs, and financing costs, (ix) the compliance or non-compliance of the Property with any Environmental Law (as defined below) and other applicable laws, (x) the zoning of the Property, (xi) all matters disclosed (or which should have been identified and disclosed) in the PTR, the Title Commitment, if any, and/or the Survey, (xii) any facts that would be disclosed by a physical inspection of the Property, (xiii) all matters disclosed or described in the Due Diligence Items and in this Agreement, and (xiv) all other matters concerning the ownership, management, condition, use, development or sale of the Property. Except as otherwise expressly provided in this Agreement or in the Conveyance Documents, Buyer is relying solely upon its own inspection, investigation and analyses of the Property in entering into 3102/001/117988.10 this Agreement and consummating Closing, and, except for the covenants, representations and warranties of Seller, or either of them, to Buyer expressly set forth in this Agreement, or in any of the Conveyance Documents: (A) Buyer is not relying upon any representations, statements, agreements, warranties, studies, reports, descriptions, guidelines or other information or material furnished by Seller or any Seller’s Representative, whether oral or written, express or implied, of any nature whatsoever; (B) BUYER IS ACQUIRING THE PROPERTY IN “AS IS”, “WHERE-IS” CONDITION, “WITH ALL FAULTS” in its present state and condition as of Closing, with no right of set-off or reduction in the Purchase Price; and (C) Seller makes no representation or warranty concerning the Property.

Acceptance of the Property. Except as otherwise expressly provided in this Agreement or in the Conveyance Documents, Buyer represents and warrants to Seller that Buyer is a sophisticated and experienced purchaser, owner and developer of commercial, office and retail property, and is relying solely upon its own inspection, investigation and analyses analysis of the Property in entering into this Agreement, Agreement and, except as otherwise expressly provided in this Agreement or in the Conveyance Documents, Buyer is not relying in any way upon any representation, statement, agreement, warranty, study, report, description, or other information or material made by or furnished by either Seller (including Seller, its 's managers, members, officers, directors, officers and employees, ) or Seller's attorneys, consultants, agentssales agents or other representatives (each, representatives or affiliates (collectively “Seller’s Representatives”a "Seller Representative"), whether oral or written, express or implied, of any nature whatsoever regarding any such matters. Buyer acknowledges that it will be Buyer is familiar with the Property and subject to the terms and provisions of Section 4 hereof, will have has made such independent investigations as Buyer deems necessary or appropriate concerning the condition of the Property and the suitability and acceptability of the Property for Buyer’s 's intended purposes, including but not limited to (i) the physical condition, size, dimensions, location and topography of the Real Property, (ii) the accuracy of any maps, floor plans, abstracts, sketches, drawings, schedules, or other documents relating to the Property, (iii) the accuracy of any statements, calculations, conditions, revenue or expense projections, or other information stated or set forth in any of the Due Diligence Items, or other books and records concerning the Property, (iv) any other physical conditions of or affecting the Property, including without limitation the presence of asbestos, lead paint or mold, (v) the availability or adequacy of access to the Property, or of water, sewage, gas, electrical or other utilities necessary for the use of the Property, (vi) Buyer’s proposed use of the Property, including without limitation, investigations or analyses of applicable laws, statutes, rules, regulations, ordinances, limitations, governmental permits, dedications, fees, assessments, restrictions or requirements concerning the use, density, location or suitability of the Property or any existing or proposed development or condition thereof, (vii) the ability of Buyer to obtain any necessary governmental approvals or permits for Buyer’s intended use or development of the Property, (viii) the locale and environs of the Property, the leasing or sales market for the Property, and any market assumptions utilized by Buyer in its analyses of the Property and determination of the Purchase Price, including without limitation, projected sales prices, rental rates, leasing costs, vacancy and absorption rates, land values, construction costs, maintenance and operating costs, and financing costs, (ix) the compliance or non-compliance of the Property with any Environmental Law (as defined below) and other applicable laws, (x) the zoning of the Property, (xi) all matters disclosed (or which should have been identified and disclosed) in the PTR, the Title Commitment, if any, and/or the Survey, (xii) any facts that would be disclosed by a physical inspection of the Property, (xiii) all matters disclosed or described in the Due Diligence Items and in this Agreement, and (xiv) all other matters concerning the ownership, management, condition, use, development or sale of the Property. Except as otherwise expressly provided in this Agreement or in the Conveyance Documents, Buyer is relying solely upon its own inspection, investigation and analyses of the Property in entering into 3102/001/117988.10 this Agreement and consummating Closing, and, except for the covenants, representations and warranties of Seller, or either of them, to Buyer expressly set forth in this Agreement, or in any of the Conveyance Documents: (A) Buyer is not relying upon any representations, statements, agreements, warranties, studies, reports, descriptions, guidelines or other information or material furnished by Seller or any Seller’s Representative, whether oral or written, express or implied, of any nature whatsoever; (B) BUYER IS ACQUIRING ALL PORTIONS OF THE PROPERTY IN “THEIR "AS IS”", “"WHERE-IS” " CONDITION, “"WITH ALL FAULTS” " in its their present state and condition as of Closing, with no right of set-off or reduction in the Purchase Price; , or obligation of Seller to replace or repair except as may be expressly set forth in this Agreement. Except as expressly set forth in this Agreement or any Conveyance Document and in all cases subject to Seller's representations, warranties and covenants contained in this Agreement and in the Conveyance Documents, Buyer hereby expressly releases and forever discharges Seller and Seller's managers and members, and each of Seller's and Seller's manager's and member's respective members, managers, partners, shareholders, owners, directors, officers, employees, agents, consultants, attorneys and other representatives, as applicable (Ccollectively, the "Released Parties") Seller makes no representation from any and all claims, complaints, actions, causes of action, warranties of every type (excluding those expressly set forth in this Agreement or warranty concerning in the PropertyDeed), strict liability rights, and suits at law or in equity and/or demands for damages, losses, injuries, suffering, declaratory or injunctive relief, expenses, costs, liabilities and/or any other remedies or relief, 3119.001/132866 8 779613.06-LACSR02A - MSW whether now known or unknown (collectively, "Claims"), relating to any such matters described in this Section 5, and forever waives any and all such Claims against the Released Parties.