Common use of DISCLAIMER; RELEASE Clause in Contracts

DISCLAIMER; RELEASE. Subject to the express representations of Seller in Section 7.1, it is understood and agreed that Seller is not making and has not at any time made any warranties or representations of any kind or character, expressed or implied, with respect to the Property, including, but not limited to, any warranties or representations as to habitability, merchantability, fitness for a particular purpose, title or ownership (other than Seller’s warranty of title to be set forth in the Deed or warranty of ownership to be set forth in the Bill of Sale), zoning, tax consequences, latent or patent physical or environmental condition, utilities, operating history or projections, valuation, governmental approvals, the compliance of the Property with governmental laws, the truth, accuracy or completeness of the Property documents, or any other information provided by or on behalf of Seller to Buyer, or any other matter or thing regarding the Property. Subject to the express representations of Seller in Section 7.1 and contained in the Deed and in the Bill of Sale, B▇▇▇▇ acknowledges and agrees that upon Closing, Seller shall sell and convey to Buyer and Buyer shall accept the Property “AS IS, WHERE IS, WITH ALL FAULTS,” except to the extent otherwise expressly provided in this Agreement. Subject to the express representations of Seller in Section 7.1, B▇▇▇▇ has not relied and will not rely on, and Seller is not liable for or bound by, any expressed or implied warranties, guaranties, statements, representations, or information pertaining to the Property or relating thereto (including specifically, without limitation, Property information packages distributed with respect to the Property) made or furnished by Seller, the manager of the Property, or any real estate broker or agent representing or purporting to represent Seller, to whomever made or given, directly or indirectly, orally or in writing. Buyer represents to Seller that Buyer has conducted, or will conduct prior to Closing, such investigations of the Property, including but not limited to, the physical and environmental conditions thereof, as Buyer deems necessary to satisfy itself as to the condition of the Property and the existence or nonexistence or curative action to be taken with respect to 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 or employees with respect thereto, other than such representations, warranties, and covenants of Seller as are expressly set forth in this Agreement. Subject to the express representations of Seller in Section 7.1 and contained in the Deed, upon Closing, Buyer 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 B▇▇▇▇’s investigations, and Buyer, upon Closing, shall be deemed to have waived, relinquished, and released Seller and Seller Related Parties from and against any and all claims, demands, causes of action (including, without limitation, causes of action in tort), losses, damages, liabilities, costs, and expenses (including, without limitation, attorneys’ fees and court costs) of any and every kind or character, known or unknown, which Buyer or any agent, representative, affiliate, employee, director, officer, partner, member, servant, shareholder, or other person or entity acting on Buyer’s behalf or otherwise related to or affiliated with Buyer might have asserted or alleged against Seller and/or Seller Related Parties at any time by reason of or arising out of any latent or patent construction defects, physical conditions (including, without limitation, environmental conditions), the Leases and the Tenants, violations of any applicable laws (including, without limitation, any environmental laws), or any and all other acts, omissions, events, circumstances, or matters regarding the Property. Buyer shall not look to Seller or any Seller Related Parties in connection with the foregoing for any redress or relief. The foregoing release shall be given full force and effect according to each of its expressed terms and provisions, including those relating to unknown and unsuspected claims, damages, and causes of action. Nothing in this Section 17 shall be deemed a release by Buyer of Seller for (i) any Claims arising out of Seller gross negligence, willful misconduct, or fraud, or (ii) any third party Claims which accrue against Seller prior to the Closing Date.

DISCLAIMER; RELEASE. Subject to the express representations of Seller in Section 7.1, elsewhere in this Agreement and in the closing documents, it is understood and agreed that Seller is not making and has not at any time made any warranties or representations of any kind or character, expressed or implied, with respect to the Property or Personal Property, including, but not limited to, any warranties or representations as to habitability, merchantability, fitness for a particular purpose, title or ownership (other than Seller’s 's limited warranty of title to be set forth in the Deed or warranty of ownership to be set forth in the Bill of SaleDeed), zoning, tax consequences, latent or patent physical or environmental condition, utilities, operating history or projections, valuation, governmental approvals, the compliance of the Property or Personal Property with governmental laws, the truth, accuracy or completeness of the Property documents, or Personal Property documents or any other information provided by or on behalf of Seller to Buyer, or any other matter or thing regarding the Property or Personal Property. Subject to the express representations of Seller in Section 7.1 and elsewhere in this Agreement and contained in the Deed and in the Bill of Saleother closing documents, B▇▇▇▇ Buyer acknowledges and agrees that upon Closing, Seller shall sell and convey to Buyer and Buyer shall accept the Property “and Personal Property "AS IS, WHERE IS, WITH ALL FAULTS,” " except to the extent otherwise expressly provided in this AgreementAgreement and in the closing documents. Subject to the express representations of Seller in Section 7.17.1 and in the closing documents, B▇▇▇▇ Buyer has not relied and will not rely on, and Seller is not liable for or bound by, any expressed or implied warranties, guaranties, statements, representations, representations or information pertaining to the Property or Personal Property or relating thereto (including specifically, without limitation, Property information packages distributed with respect to the Property) made or furnished by Seller, the manager of the Property, or any real estate broker or agent representing or purporting to represent Seller, to whomever made or given, directly or indirectly, orally or in writing. Buyer represents to Seller that Buyer has conducted, or will conduct prior to Closing, such investigations of the Property and Personal Property, including but not limited to, the physical and environmental conditions thereof, as Buyer deems necessary to satisfy itself as to the condition of the Property and Personal Properly and the existence or nonexistence or curative action to be taken with respect to 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 or employees with respect thereto, other than such representations, warranties, warranties and covenants of Seller as are expressly set forth Forth in this AgreementAgreement and in the closing documents. Subject to the express representations of Seller in Section 7.1 and contained in the DeedDeed and other closing documents, upon Closing, Buyer 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 B▇▇▇▇’s Buyer's investigations, and Buyer, upon Closing, shall be deemed to have waived, relinquished, relinquished and released Seller and Seller Related Parties from and against any and all claims, demands, causes of action (including, without limitation, causes of action in tort), losses, damages, liabilities, costs, costs and expenses (including, without limitation, reasonable attorneys’ ' fees and court costs) of any and every kind or character, known or unknown, which Buyer or any agent, representative, affiliate, employee, director, officer, partner, member, servant, shareholder, shareholder or other person or entity acting on Buyer’s 's behalf or otherwise related to or affiliated with Buyer might have asserted or alleged against Seller and/or Seller Related Parties at any time by reason of or arising out of any latent or patent construction defects, physical conditions (including, without limitation, environmental conditions, provided that contribution actions under CERCLA shall be permitted), the Leases and the Tenants, violations of any applicable laws (including, without limitation, any environmental laws), ) or any and all other acts, omissions, events, circumstances, circumstances or matters regarding the Property or Personal Property. Except as otherwise provided, Buyer shall not look to Seller or any Seller Related Parties in connection with the foregoing for any redress or relief. The foregoing release shall be given full force and effect according to each of its expressed terms and provisions, including those relating to unknown and unsuspected claims, damages, damages and causes of action. Nothing in this Section 17 shall be deemed a release by Buyer of Seller for (i) any Claims arising out of Seller gross negligence, willful misconduct, or fraud, or (ii) any third party Claims which accrue against Seller prior to the Closing Date.