Common use of AS-IS PURCHASE; CONDITION OF THE PROPERTY Clause in Contracts

AS-IS PURCHASE; CONDITION OF THE PROPERTY. SUBJECT ONLY TO THE EXPRESS AND SPECIFIC REPRESENTATIONS AND WARRANTIES OF SELLER SET FORTH IN SECTION 7.1 AND THE EXPRESS REPRESENTATIONS AND WARRANTIES SET FORTH IN ANY OF THE DOCUMENTS EXECUTED AND DELIVERED BY SELLER AT CLOSING (COLLECTIVELY, THE “DOCUMENT REPRESENTATIONS”), THE PROPERTY IS TO BE SOLD PURSUANT TO THIS AGREEMENT AS IS WHERE IS, WITH ALL FAULTS AND WITHOUT ANY WARRANTY, EXPRESS, IMPLIED OR STATUTORY, ALL OF WHICH ARE HEREBY DISCLAIMED BY PURCHASER. EXCEPT AS PROVIDED IN THE DOCUMENT REPRESENTATIONS, NO GUARANTEES, REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, ARE MADE BY SELLER WITH RESPECT TO THE PROPERTY, INCLUDING, WITHOUT LIMITATION, WITH RESPECT TO THE ENVIRONMENTAL CONDITION OF THE PROPERTY, HABITABILITY OF ANY OF THE IMPROVEMENTS, SUITABILITY OF THE PROPERTY FOR USE FOR ANY PARTICULAR PURPOSES AND REVENUES, COSTS OR PROFITABILITY. PURCHASER EXPRESSLY ACKNOWLEDGES AND AGREES THAT IT IS NOT RELYING NOR WILL RELY ON ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, FROM SELLER, ITS ATTORNEYS, AGENTS, REPRESENTATIVES, ANY PARTY PURPORTEDLY ACTING ON BEHALF OF SELLER OR TENANTS AS TO ANY MATTERS CONCERNING THE PROPERTY, INCLUDING ANY REPRESENTATIVES OF SELLER WHO MIGHT ACCOMPANY PURCHASER OR PURCHASER’S REPRESENTATIVES ON ANY INVESTIGATIONS OF THE PROPERTY, EXCEPT FOR SUCH REPRESENTATIONS AND WARRANTIES OF SELLER AS ARE SET FORTH IN THE DOCUMENT REPRESENTATIONS. PURCHASER FURTHER ACKNOWLEDGES THAT ANY INFORMATION SELLER HAS PROVIDED TO PURCHASER HAS BEEN PROVIDED TO PURCHASER FOR INFORMATIONAL PURPOSES ONLY AND THAT SELLER DOES NOT REPRESENT, WARRANT OR GUARANTEE THE CONTENTS OR OPINIONS CONTAINED IN OR THE ACCURACY OR COMPLETENESS OF ANY SUCH INFORMATION EXCEPT AS EXPRESSLY AND SPECIFICALLY PROVIDED IN THE DOCUMENT REPRESENTATIONS. PURCHASER’S DECISION WITH RESPECT TO THE ULTIMATE PURCHASE OF THE PROPERTY WILL BE BASED SOLELY UPON ITS OWN INVESTIGATION OF THE PROPERTY AND UPON THE DOCUMENT REPRESENTATIONS. EXCEPT ONLY WITH RESPECT TO A BREACH BY SELLER OF ANY REPRESENTATION OR WARRANTY EXPRESSLY AND SPECIFICALLY CONTAINED IN THE DOCUMENT REPRESENTATIONS, PURCHASER HEREBY WAIVES, RELEASES AND FOREVER DISCHARGES SELLER, ANY TRUSTEE, BENEFICIARY, EMPLOYEE, AGENT OR PERSON ACTING ON BEHALF OF SELLER AND ANY AFFILIATE OF SELLER OF AND FROM ANY AND ALL CLAIMS, ACTIONS, CAUSES OF ACTION, DEMANDS, RIGHTS, DAMAGES, LIABILITIES AND COSTS WHATSOEVER, DIRECT OR INDIRECT, KNOWN OR UNKNOWN, WHICH PURCHASER NOW HAS OR WHICH MAY ARISE IN THE FUTURE AGAINST SELLER OR ANY SUCH OTHER PARTIES RELATED IN ANY WAY TO THE PROPERTY, INCLUDING, WITHOUT LIMITATION, ITS CONSTRUCTION, VALUE, COMPLIANCE WITH LAWS, OR CONDITION. THIS SECTION 2.5 SHALL SURVIVE THE CLOSING AND TERMINATION OF THIS AGREEMENT. EXCEPT ONLY WITH RESPECT TO A BREACH BY SELLER OF ANY REPRESENTATION OR WARRANTY EXPRESSLY AND SPECIFICALLY CONTAINED IN THE DOCUMENT REPRESENTATIONS, UPON CLOSING, PURCHASER SHALL ASSUME THE RISK THAT ADVERSE MATTERS, INCLUDING, BUT NOT LIMITED TO, CONSTRUCTION DEFECTS AND ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS, MAY NOT HAVE BEEN REVEALED BY PURCHASER’S INVESTIGATIONS, AND PURCHASER, UPON CLOSING, SHALL BE DEEMED TO HAVE WAIVED, RELINQUISHED AND RELEASED SELLER AND ITS AFFILIATES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, MEMBERS, PARTNERS, EMPLOYEES AND AGENTS, BUT NOT ANY OWNER OF THE PROPERTY PRIOR TO SELLER, FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION (INCLUDING CAUSES OF ACTION IN TORT), LOSSES, DAMAGES, LIABILITIES, COSTS AND EXPENSES (INCLUDING ATTORNEYS’ FEES AND COURT COSTS) OF ANY AND EVERY KIND OR CHARACTER, KNOWN OR UNKNOWN, WHICH PURCHASER MIGHT HAVE ASSERTED OR ALLEGED AGAINST SELLER (AND SELLER’S AND ITS AFFILIATES’ RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, MEMBERS, PARTNERS, EMPLOYEES AND AGENTS) AT ANY TIME BY REASON OF OR ARISING OUT OF ANY LATENT OR PATENT CONSTRUCTION DEFECTS OR PHYSICAL CONDITIONS, VIOLATIONS OF ANY APPLICABLE LAWS (INCLUDING, WITHOUT LIMITATION, LIABILITIES UNDER THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION, AND LIABILITY ACT, 42 U.S.C. §9601 ET SEQ., AND ANY OTHER ENVIRONMENTAL LAWS) AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS REGARDING THE PROPERTY.

AS-IS PURCHASE; CONDITION OF THE PROPERTY. SUBJECT ONLY TO THE EXPRESS AND SPECIFIC REPRESENTATIONS AND WARRANTIES OF SELLER SET FORTH IN SECTION 7.1 THIS AGREEMENT AND THE EXPRESS REPRESENTATIONS AND WARRANTIES SET FORTH IN ANY OF THE DOCUMENTS EXECUTED AND REQUIRED TO BE DELIVERED BY SELLER AT CLOSING (COLLECTIVELY, THE “DOCUMENT REPRESENTATIONS”), THE PROPERTY IS TO BE SOLD PURSUANT TO THIS AGREEMENT AS IS WHERE IS, WITH ALL FAULTS AND WITHOUT ANY WARRANTY, EXPRESS, IMPLIED OR STATUTORY, ALL OF WHICH ARE HEREBY DISCLAIMED BY PURCHASER. EXCEPT AS PROVIDED IN THIS AGREEMENT AND/OR IN THE DOCUMENT REPRESENTATIONS, NO GUARANTEES, REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, ARE MADE BY SELLER WITH RESPECT TO THE PROPERTY, INCLUDING, WITHOUT LIMITATION, WITH RESPECT TO THE ENVIRONMENTAL CONDITION OF THE PROPERTY, HABITABILITY OF ANY OF THE IMPROVEMENTS, SUITABILITY OF THE PROPERTY FOR USE FOR ANY PARTICULAR PURPOSES AND REVENUES, COSTS OR PROFITABILITY. PURCHASER EXPRESSLY ACKNOWLEDGES AND AGREES THAT IT IS NOT RELYING NOR WILL RELY ON ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, FROM SELLER, ITS ATTORNEYS, AGENTS, REPRESENTATIVES, OR ANY PARTY PURPORTEDLY ACTING ON BEHALF OF SELLER OR TENANTS AS TO ANY MATTERS CONCERNING THE PROPERTY, INCLUDING ANY REPRESENTATIVES OF SELLER WHO MIGHT ACCOMPANY PURCHASER OR PURCHASER’S REPRESENTATIVES ON ANY INVESTIGATIONS OF THE PROPERTY, EXCEPT FOR SUCH REPRESENTATIONS AND WARRANTIES OF SELLER AS ARE SET FORTH IN THIS AGREEMENT OR THE DOCUMENT REPRESENTATIONS. PURCHASER FURTHER ACKNOWLEDGES THAT ANY INFORMATION SELLER HAS PROVIDED TO PURCHASER HAS BEEN PROVIDED TO PURCHASER FOR INFORMATIONAL PURPOSES ONLY AND THAT SELLER DOES NOT REPRESENT, WARRANT OR GUARANTEE THE CONTENTS OR OPINIONS CONTAINED IN OR THE ACCURACY OR COMPLETENESS OF ANY SUCH INFORMATION EXCEPT AS EXPRESSLY AND SPECIFICALLY PROVIDED IN THIS AGREEMENT OR THE DOCUMENT REPRESENTATIONS. PURCHASER’S DECISION WITH RESPECT TO THE ULTIMATE PURCHASE OF THE PROPERTY WILL BE BASED SOLELY UPON ITS OWN INVESTIGATION OF THE PROPERTY AND UPON THE REPRESENTATIONS AND WARRANTIES OF SELLER TO PURCHASER SET FORTH IN THIS AGREEMENT OR THE DOCUMENT REPRESENTATIONS. IT IS UNDERSTOOD THAT PURCHASER HAS THE CAPABILITY TO CONDUCT DUE DILIGENCE INVESTIGATIONS SUFFICIENT FOR ITS PURPOSES WITHIN THE TIME PERIODS GIVEN TO PURCHASER UNDER THIS AGREEMENT. EXCEPT ONLY WITH RESPECT TO A BREACH BY SELLER OF ANY REPRESENTATION OR WARRANTY EXPRESSLY AND SPECIFICALLY CONTAINED IN THIS AGREEMENT OR IN THE DOCUMENT REPRESENTATIONS, PURCHASER HEREBY WAIVES, RELEASES AND FOREVER DISCHARGES SELLER, ANY TRUSTEE, BENEFICIARY, EMPLOYEE, AGENT OR PERSON ACTING ON BEHALF OF SELLER AND ANY AFFILIATE OF SELLER OF AND FROM ANY AND ALL CLAIMS, ACTIONS, CAUSES OF ACTION, DEMANDS, RIGHTS, DAMAGES, LIABILITIES AND COSTS WHATSOEVER, DIRECT OR INDIRECT, KNOWN OR UNKNOWN, WHICH PURCHASER NOW HAS OR WHICH MAY ARISE IN THE FUTURE AGAINST SELLER OR ANY SUCH OTHER PARTIES RELATED IN ANY WAY TO THE PROPERTY, INCLUDING, WITHOUT LIMITATION, ITS CONSTRUCTION, VALUE, COMPLIANCE WITH LAWS, OR CONDITION. THIS SECTION 2.5 SHALL SURVIVE THE CLOSING CLOSING. PURCHASER REPRESENTS TO SELLER THAT PURCHASER HAS CONDUCTED, OR WILL CONDUCT DURING THE DUE DILIGENCE PERIOD, SUCH INVESTIGATIONS OF THE PROPERTY, INCLUDING BUT NOT LIMITED TO, THE PHYSICAL AND TERMINATION ENVIRONMENTAL CONDITIONS THEREOF, AS PURCHASER DEEMS NECESSARY TO SATISFY ITSELF AS TO THE CONDITION OF THIS AGREEMENT. EXCEPT ONLY THE PROPERTY AND THE EXISTENCE OR NONEXISTENCE OR CURATIVE ACTION TO BE TAKEN WITH RESPECT TO A BREACH ANY HAZARDOUS OR TOXIC SUBSTANCES ON OR DISCHARGED FROM THE PROPERTY, AND WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF SELLER OR ITS AGENTS WITH RESPECT THERETO, OTHER THAN SUCH REPRESENTATIONS, WARRANTIES AND COVENANTS OF ANY REPRESENTATION SELLER AS ARE EXPRESSLY SET FORTH IN THIS AGREEMENT OR WARRANTY EXPRESSLY AND SPECIFICALLY CONTAINED IN THE DOCUMENT REPRESENTATIONS, . UPON CLOSING, PURCHASER SHALL ASSUME THE RISK THAT ADVERSE MATTERS, INCLUDING, BUT NOT LIMITED TO, CONSTRUCTION DEFECTS AND ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS, MAY NOT HAVE BEEN REVEALED BY PURCHASER’S INVESTIGATIONS, AND PURCHASER, UPON CLOSING, SHALL BE DEEMED TO HAVE WAIVED, RELINQUISHED AND RELEASED SELLER AND ITS AFFILIATES AND THEIR RESPECTIVE TRUSTEES, BENEFICIARIES, OFFICERS, DIRECTORS, SHAREHOLDERS, MEMBERS, PARTNERS, EMPLOYEES AND AGENTS, BUT NOT ANY OWNER OF THE PROPERTY PRIOR TO SELLER, FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION (INCLUDING CAUSES OF ACTION IN TORT), LOSSES, DAMAGES, LIABILITIES, COSTS AND EXPENSES (INCLUDING ATTORNEYS’ FEES AND COURT COSTS) OF ANY AND EVERY KIND OR CHARACTER, KNOWN OR UNKNOWN, WHICH PURCHASER MIGHT HAVE ASSERTED OR ALLEGED AGAINST SELLER (AND SELLER’S AND ITS AFFILIATES’ RESPECTIVE TRUSTEES, BENEFICIARIES, OFFICERS, DIRECTORS, SHAREHOLDERS, MEMBERS, PARTNERS, EMPLOYEES AND AGENTS) AT ANY TIME BY REASON OF OR ARISING OUT OF ANY LATENT OR PATENT CONSTRUCTION DEFECTS OR PHYSICAL CONDITIONS, VIOLATIONS OF ANY APPLICABLE LAWS (INCLUDING, WITHOUT LIMITATION, LIABILITIES UNDER THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION, AND LIABILITY ACT, 42 U.S.C. §9601 ET SEQ., AND ANY OTHER ENVIRONMENTAL LAWS) AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS REGARDING THE PROPERTY.