Common use of Disclaimers and Waivers Clause in Contracts

Disclaimers and Waivers. Section 11.1 Except as expressly set forth in Section 5.1 hereof, Contributor makes no representation or warranty as to the truth, accuracy or completeness of any of the materials, data or information delivered by Contributor to Company in connection with the transaction contemplated hereby. Company acknowledges and agrees that except as set forth in Section 5.1, all materials, data and information delivered by Contributor to Company in connection with the transaction contemplated hereby is provided to Company as a convenience only, that such materials, data and information may be incomplete or inaccurate, that Contributor is released from all claims and liability arising out of or relating to such materials, data and information, and that any reliance on or use of such materials, data or information by Company shall be at the sole risk of Company. Company acknowledges that Contributor makes no representation or warranty as to Contributor's compliance with the American With Disabilities Act of 1990 or any amendments or regulations related thereto. Section 11.2 EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, SECTION 5.1 HEREOF) AND AS MAY HEREAFTER BE SET FORTH IN ANY OF THE EXHIBITS HERETO, IT IS UNDERSTOOD AND AGREED AS FOLLOWS: THAT CONTRIBUTOR IS NOT MAKING AND HAS NOT AT ANY TIME MADE ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTY, INCLUDING BUT NOT LIMITED TO, WARRANTIES OR REPRESENTATIONS AS TO HABITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE (OTHER THAN CONTRIBUTOR'S WARRANTY OF TITLE TO BE SET FORTH IN THE DEED AND ANY OTHER WARRANTY OR REPRESENTATION BY CONTRIBUTOR TO BE CONTAINED IN ANY OF THE OTHER EXHIBITS HERETO), ZONING, TAX CONSEQUENCES, PHYSICAL OR ENVIRONMENTAL CONDITION (INCLUDING THE PRESENCE OF ASBESTOS), UTILITIES, OPERATING HISTORY OR PROJECTIONS, VALUATION, GOVERNMENTAL APPROVALS, THE COMPLIANCE OF THE PROPERTY WITH GOVERNMENTAL LAWS, THE TRUTH, ACCURACY OR COMPLETENESS OF THE ITEMS DELIVERED TO COMPANY OR ANY OTHER INFORMATION PROVIDED BY OR ON BEHALF OF CONTRIBUTOR TO COMPANY, OR ANY OTHER MATTER OR THING REGARDING THE PROPERTY; THAT UPON CLOSING CONTRIBUTOR SHALL CONVEY TO COMPANY AND COMPANY SHALL ACCEPT THE PROPERTY "AS IS, WHERE IS, WITH ALL FAULTS;" 18 COMPANY WILL NOT RELY ON, AND CONTRIBUTOR IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PROPERTY OR RELATING THERETO MADE OR FURNISHED BY CONTRIBUTOR, THE MANAGER OF THE PROPERTY, OR ANY REAL ESTATE BROKER OR AGENT REPRESENTING OR PURPORTING TO REPRESENT CONTRIBUTOR, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, VERBALLY OR IN WRITING EXCEPT AS SET OUT IN THIS AGREEMENT; COMPANY REPRESENTS TO CONTRIBUTOR THAT COMPANY 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 COMPANY DEEMS NECESSARY TO SATISFY ITSELF AS TO THE CONDITION OF THE PROPERTY AND THE EXISTENCE OR NONEXISTENCE OF 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 CONTRIBUTOR OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETO EXCEPT AS SET OUT IN THIS AGREEMENT; UPON CLOSING, COMPANY SHALL ACCEPT THE RISK THAT ADVERSE MATTERS, INCLUDING BUT NOT LIMITED TO, CONSTRUCTION DEFECTS AND ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS, MAY NOT HAVE BEEN REVEALED BY COMPANY'S INVESTIGATIONS, AND COMPANY, UPON CLOSING, SHALL BE DEEMED TO HAVE WAIVED, RELINQUISHED AND RELEASED CONTRIBUTOR 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 COMPANY MIGHT HAVE ASSERTED OR ALLEGED AGAINST CONTRIBUTOR AT ANY TIME BY REASON OF OR ARISING OUT OF ANY CONSTRUCTION DEFECTS, PHYSICAL CONDITIONS, VIOLATIONS OF ANY APPLICABLE LAWS (INCLUDING ANY ENVIRONMENTAL LAWS) AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS REGARDING THE PROPERTY EXCEPT AS SET OUT IN THIS AGREEMENT; COMPANY ACKNOWLEDGES THAT THE PURPOSE OF THIS SECTION IS FOR COMPANY, TO THE FULLEST EXTENT POSSIBLE AT LAW, TO WAIVE, RELINQUISH, RELEASE AND DISCLAIM, ANY CLAIM OR LIABILITY OF OR AGAINST CONTRIBUTOR AS THE RESULT OF ANY CONDITION OR STATE OF FACTS RELATING OR PERTAINING TO THE PROPERTY ON THE CLOSING DATE, EXCEPT AS SET OUT IN THIS AGREEMENT.

Disclaimers and Waivers. Section 11.1 Except as 9.1 You expressly set forth in Section 5.1 hereofacknowledge, Contributor makes no representation understand and agree that the purchasing and using of C100 coins is done at your own sole risk and that C100 coins are provided, used and acquired on an “AS IS” and on an “AS AVAILABLE” basis without representations, warranties, promises or warranty as to the truth, accuracy or completeness guarantees whatsoever of any of kind by the materials, data or information delivered by Contributor to Company in connection with the transaction contemplated hereby. Company acknowledges and agrees that except as set forth in Section 5.1, all materials, data you shall rely on its own examination and information delivered by Contributor to Company in connection with the transaction contemplated hereby is provided to Company as a convenience only, that such materials, data and information may be incomplete or inaccurate, that Contributor is released from all claims and liability arising out of or relating to such materials, data and information, and that any reliance on or use of such materials, data or information by Company shall be at the sole risk of Company. Company acknowledges that Contributor makes no representation or warranty as to Contributor's compliance with the American With Disabilities Act of 1990 or any amendments or regulations related theretoinvestigation thereof. Section 11.2 EXCEPT AS 9.2 THE COMPANY DOES NOT MAKE AND EXPRESSLY SET FORTH IN THIS AGREEMENT (INCLUDINGDISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED OR STATUTORY; AND WITH RESPECT TO THE DISTRIBUTION OF THE C100 COINS, THE COMPANY SPECIFICALLY DOES NOT REPRESENT AND WARRANT AND EXPRESSLY DISCLAIMS ANY REPRESENTATION OR WARRANTY, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION, SECTION 5.1 HEREOF) AND AS MAY HEREAFTER BE SET FORTH IN ANY OF THE EXHIBITS HERETO, IT IS UNDERSTOOD AND AGREED AS FOLLOWS: THAT CONTRIBUTOR IS NOT MAKING AND HAS NOT AT ANY TIME MADE ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND OR CHARACTERTITLE, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTY, INCLUDING BUT NOT LIMITED TO, WARRANTIES OR REPRESENTATIONS AS TO HABITABILITYNON-INFRINGEMENT, MERCHANTABILITY, USAGE, SUITABILITY OR FITNESS FOR A ANY PARTICULAR PURPOSE, TITLE (OTHER THAN CONTRIBUTOR'S WARRANTY OR AS TO THE WORKMANSHIP OR TECHNICAL CODING THEREOF, OR THE ABSENCE OF TITLE TO BE SET FORTH IN ANY DEFECTS THEREIN, WHETHER LATENT OR PATENT. 9.3 THE DEED AND ANY OTHER WARRANTY COMPANY IS NOT AN INVESTMENT ADVISOR. WE DO NOT TAKE INTO ACCOUNT YOUR INDIVIDUAL NEEDS, INVESTMENT OBJECTIVES AND/OR REPRESENTATION BY CONTRIBUTOR TO BE CONTAINED IN ANY OF THE OTHER EXHIBITS HERETO)SPECIFIC FINANCIAL CIRCUMSTANCES. YOU SHOULD CONSULT WITH AN ATTORNEY, ZONING, TAX CONSEQUENCES, PHYSICAL OR ENVIRONMENTAL CONDITION (INCLUDING THE PRESENCE OF ASBESTOS), UTILITIES, OPERATING HISTORY OR PROJECTIONS, VALUATION, GOVERNMENTAL APPROVALS, THE COMPLIANCE OF THE PROPERTY WITH GOVERNMENTAL LAWS, THE TRUTH, ACCURACY OR COMPLETENESS OF THE ITEMS DELIVERED TO COMPANY FINANCIAL ADVISOR OR ANY OTHER INFORMATION PROVIDED BY OR ON BEHALF OF CONTRIBUTOR INVESTMENT PROFESSIONAL TO COMPANY, OR ANY OTHER MATTER OR THING REGARDING THE PROPERTY; THAT UPON CLOSING CONTRIBUTOR SHALL CONVEY TO COMPANY AND COMPANY SHALL ACCEPT THE PROPERTY "AS IS, WHERE IS, WITH ALL FAULTS;" 18 COMPANY WILL NOT RELY ON, AND CONTRIBUTOR IS NOT LIABLE DETERMINE WHAT MAY BE BEST FOR OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PROPERTY OR RELATING THERETO MADE OR FURNISHED BY CONTRIBUTOR, THE MANAGER OF THE PROPERTY, OR ANY REAL ESTATE BROKER OR AGENT REPRESENTING OR PURPORTING TO REPRESENT CONTRIBUTOR, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, VERBALLY OR IN WRITING EXCEPT AS SET OUT IN THIS AGREEMENT; COMPANY REPRESENTS TO CONTRIBUTOR THAT COMPANY 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 COMPANY DEEMS NECESSARY TO SATISFY ITSELF AS TO THE CONDITION OF THE PROPERTY AND THE EXISTENCE OR NONEXISTENCE OF 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 CONTRIBUTOR OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETO EXCEPT AS SET OUT IN THIS AGREEMENT; UPON CLOSING, COMPANY SHALL ACCEPT THE RISK THAT ADVERSE MATTERS, INCLUDING BUT NOT LIMITED TO, CONSTRUCTION DEFECTS AND ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS, MAY NOT HAVE BEEN REVEALED BY COMPANY'S INVESTIGATIONS, AND COMPANY, UPON CLOSING, SHALL BE DEEMED TO HAVE WAIVED, RELINQUISHED AND RELEASED CONTRIBUTOR 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 COMPANY MIGHT HAVE ASSERTED OR ALLEGED AGAINST CONTRIBUTOR AT ANY TIME BY REASON OF OR ARISING OUT OF ANY CONSTRUCTION DEFECTS, PHYSICAL CONDITIONS, VIOLATIONS OF ANY APPLICABLE LAWS (INCLUDING ANY ENVIRONMENTAL LAWS) AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS REGARDING THE PROPERTY EXCEPT AS SET OUT IN THIS AGREEMENT; COMPANY ACKNOWLEDGES THAT THE PURPOSE OF THIS SECTION IS FOR COMPANY, TO THE FULLEST EXTENT POSSIBLE AT LAW, TO WAIVE, RELINQUISH, RELEASE AND DISCLAIM, ANY CLAIM OR LIABILITY OF OR AGAINST CONTRIBUTOR AS THE RESULT OF ANY CONDITION OR STATE OF FACTS RELATING OR PERTAINING TO THE PROPERTY ON THE CLOSING DATE, EXCEPT AS SET OUT IN THIS AGREEMENTYOUR INDIVIDUAL NEEDS.

Disclaimers and Waivers. Section 11.1 (a) Except as expressly set forth in Section 5.1 hereofstated herein, Contributor Seller makes no representation or warranty as to the truth, accuracy or completeness of any of the materials, data or information delivered by Contributor Seller to Company Buyer in connection with the transaction contemplated hereby. (b) Except as expressly set forth in this Agreement, 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 Premises, the Assets or the Prime Lease, including, but not limited to, any warranties or representations as to habitability, merchantability, fitness for a particular purpose, zoning, use, tax consequences, latent or patent physical or environmental condition, utilities, operating history or projections, valuation, Governmental Body approvals, the compliance of the Premises, the Assets or the Prime Lease with Laws, or any other matter or thing regarding the Premises, the Assets or the Prime Lease. Company Buyer acknowledges and agrees that except upon Closing Seller shall sell and convey to Buyer and Buyer shall accept the Premises, the Assets and the Prime Lease “AS IS”. (c) As additional consideration for the Assets and the cancellation of the Schedules, effective as set forth in Section 5.1of the Closing, Buyer shall be deemed to have released Seller and all materialsSeller Related Parties from all claims which Buyer or any Buyer Related Party has or may have arising from or related to the Schedules, data and information delivered by Contributor or any agreement, matter or thing related to Company or in connection with the transaction contemplated hereby is provided Premises, the Assets or the Prime Lease, and Buyer shall not look to Company as a convenience onlySeller or any Seller Related Parties in connection with the foregoing for any redress or relief. This release shall be given full force and effect according to each of its terms and provisions, that such materialsincluding those relating to unknown and unsuspected claims, data damages and information may be incomplete or inaccuratecauses of action. Notwithstanding the foregoing, that Contributor is released from all this release shall not apply to any claims and liability arising out of the expressed representations, warranties and indemnifications by Seller set forth in this Agreement or relating to such materials, data and information, and that any reliance on or use of such materials, data or information by Company shall be at the sole risk of Company. Company acknowledges that Contributor makes no representation or warranty as to Contributor's compliance with the American With Disabilities Act of 1990 or any amendments or regulations related theretoCollateral Agreements. Section 11.2 EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, SECTION 5.1 HEREOF) AND AS MAY HEREAFTER BE SET FORTH IN ANY OF THE EXHIBITS HERETO, IT IS UNDERSTOOD AND AGREED AS FOLLOWS: THAT CONTRIBUTOR IS NOT MAKING AND HAS NOT AT ANY TIME MADE ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTY, INCLUDING BUT NOT LIMITED TO, WARRANTIES OR REPRESENTATIONS AS TO HABITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE (OTHER THAN CONTRIBUTOR'S WARRANTY OF TITLE TO BE SET FORTH IN THE DEED AND ANY OTHER WARRANTY OR REPRESENTATION BY CONTRIBUTOR TO BE CONTAINED IN ANY OF THE OTHER EXHIBITS HERETO), ZONING, TAX CONSEQUENCES, PHYSICAL OR ENVIRONMENTAL CONDITION (INCLUDING THE PRESENCE OF ASBESTOS), UTILITIES, OPERATING HISTORY OR PROJECTIONS, VALUATION, GOVERNMENTAL APPROVALS, THE COMPLIANCE OF THE PROPERTY WITH GOVERNMENTAL LAWS, THE TRUTH, ACCURACY OR COMPLETENESS OF THE ITEMS DELIVERED TO COMPANY OR ANY OTHER INFORMATION PROVIDED BY OR ON BEHALF OF CONTRIBUTOR TO COMPANY, OR ANY OTHER MATTER OR THING REGARDING THE PROPERTY; THAT UPON CLOSING CONTRIBUTOR SHALL CONVEY TO COMPANY AND COMPANY SHALL ACCEPT THE PROPERTY "AS IS, WHERE IS, WITH ALL FAULTS;" 18 COMPANY WILL NOT RELY ON, AND CONTRIBUTOR IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PROPERTY OR RELATING THERETO MADE OR FURNISHED BY CONTRIBUTOR, THE MANAGER OF THE PROPERTY, OR ANY REAL ESTATE BROKER OR AGENT REPRESENTING OR PURPORTING TO REPRESENT CONTRIBUTOR, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, VERBALLY OR IN WRITING EXCEPT AS SET OUT IN THIS AGREEMENT; COMPANY REPRESENTS TO CONTRIBUTOR THAT COMPANY 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 COMPANY DEEMS NECESSARY TO SATISFY ITSELF AS TO THE CONDITION OF THE PROPERTY AND THE EXISTENCE OR NONEXISTENCE OF 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 CONTRIBUTOR OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETO EXCEPT AS SET OUT IN THIS AGREEMENT; UPON CLOSING, COMPANY SHALL ACCEPT THE RISK THAT ADVERSE MATTERS, INCLUDING BUT NOT LIMITED TO, CONSTRUCTION DEFECTS AND ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS, MAY NOT HAVE BEEN REVEALED BY COMPANY'S INVESTIGATIONS, AND COMPANY, UPON CLOSING, SHALL BE DEEMED TO HAVE WAIVED, RELINQUISHED AND RELEASED CONTRIBUTOR 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 COMPANY MIGHT HAVE ASSERTED OR ALLEGED AGAINST CONTRIBUTOR AT ANY TIME BY REASON OF OR ARISING OUT OF ANY CONSTRUCTION DEFECTS, PHYSICAL CONDITIONS, VIOLATIONS OF ANY APPLICABLE LAWS (INCLUDING ANY ENVIRONMENTAL LAWS) AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS REGARDING THE PROPERTY EXCEPT AS SET OUT IN THIS AGREEMENT; COMPANY ACKNOWLEDGES THAT THE PURPOSE OF THIS SECTION IS FOR COMPANY, TO THE FULLEST EXTENT POSSIBLE AT LAW, TO WAIVE, RELINQUISH, RELEASE AND DISCLAIM, ANY CLAIM OR LIABILITY OF OR AGAINST CONTRIBUTOR AS THE RESULT OF ANY CONDITION OR STATE OF FACTS RELATING OR PERTAINING TO THE PROPERTY ON THE CLOSING DATE, EXCEPT AS SET OUT IN THIS AGREEMENT.

Disclaimers and Waivers. Section 11.1 Except as expressly set forth in Section 5.1 hereof, Contributor makes no representation or warranty as to the truth, accuracy or completeness of any of the materials, data or information delivered by Contributor to Company in connection with the transaction contemplated herebyA. No Reliance on Documents. Company acknowledges and agrees that except as set forth in Section 5.1, all materials, data and information delivered by Contributor to Company in connection with the transaction contemplated hereby is provided to Company as a convenience only, that such materials, data and information may be incomplete or inaccurate, that Contributor is released from all claims and liability arising out of or relating to such materials, data and information, and that any reliance on or use of such materials, data or information by Company shall be at the sole risk of Company. Company acknowledges that Contributor makes no representation or warranty as to Contributor's compliance with the American With Disabilities Act of 1990 or any amendments or regulations related thereto. Section 11.2 EXCEPT AS EXPRESSLY FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS AGREEMENT (INCLUDINGSECTION 7 HEREOF AND IN THE CLOSING DOCUMENTS, WITHOUT LIMITATION, SECTION 5.1 HEREOF) AND AS MAY HEREAFTER BE SET FORTH IN ANY OF THE EXHIBITS HERETO, IT IS UNDERSTOOD AND AGREED AS FOLLOWS: THAT CONTRIBUTOR IS NOT MAKING AND HAS NOT AT ANY TIME MADE ANY REPRESENTATIONS SELLERS MAKE NO REPRESENTATION OR WARRANTIES OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTY, INCLUDING BUT NOT LIMITED TO, WARRANTIES OR REPRESENTATIONS WARRANTY AS TO HABITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE (OTHER THAN CONTRIBUTOR'S WARRANTY OF TITLE TO BE SET FORTH IN THE DEED AND ANY OTHER WARRANTY OR REPRESENTATION BY CONTRIBUTOR TO BE CONTAINED IN ANY OF THE OTHER EXHIBITS HERETO), ZONING, TAX CONSEQUENCES, PHYSICAL OR ENVIRONMENTAL CONDITION (INCLUDING THE PRESENCE OF ASBESTOS), UTILITIES, OPERATING HISTORY OR PROJECTIONS, VALUATION, GOVERNMENTAL APPROVALS, THE COMPLIANCE OF THE PROPERTY WITH GOVERNMENTAL LAWS, THE TRUTH, ACCURACY OR COMPLETENESS OF THE ITEMS DELIVERED TO COMPANY OR ANY OTHER INFORMATION PROVIDED BY OR ON BEHALF OF CONTRIBUTOR TO COMPANYMATERIALS, OR ANY OTHER MATTER OR THING REGARDING THE PROPERTY; THAT UPON CLOSING CONTRIBUTOR SHALL CONVEY TO COMPANY AND COMPANY SHALL ACCEPT THE PROPERTY "AS IS, WHERE IS, WITH ALL FAULTS;" 18 COMPANY WILL NOT RELY ON, AND CONTRIBUTOR IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, STATEMENTS, REPRESENTATIONS DATA OR INFORMATION PERTAINING DELIVERED BY SELLERS TO BUYER IN CONNECTION WITH THE TRANSACTION CONTEMPLATED HEREBY. BUYER ACKNOWLEDGES AND AGREES THAT ALL MATERIALS, DATA AND INFORMATION DELIVERED BY SELLERS TO BUYER IN CONNECTION WITH THE TRANSACTION CONTEMPLATED HEREBY ARE PROVIDED TO BUYER AS A CONVENIENCE ONLY AND THAT ANY RELIANCE ON OR USE OF SUCH MATERIALS, DATA OR INFORMATION BY BUYER SHALL BE AT THE SOLE RISK OF BUYER, EXCEPT AS OTHERWISE EXPRESSLY STATED HEREIN. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SUBJECT TO SELLERS’ REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS AGREEMENT AND IN THE DOCUMENTS DELIVERED AT CLOSING, BUYER ACKNOWLEDGES AND AGREES THAT (A) ANY ENVIRONMENTAL OR OTHER REPORT WITH RESPECT TO THE PROPERTY OR RELATING THERETO MADE OR FURNISHED WHICH IS DELIVERED BY CONTRIBUTORSELLER TO BUYER SHALL BE FOR GENERAL INFORMATIONAL PURPOSES ONLY, THE MANAGER OF THE PROPERTY(B) BUYER SHALL NOT HAVE ANY RIGHT TO RELY ON ANY SUCH REPORT DELIVERED BY SELLERS TO BUYER, OR ANY REAL ESTATE BROKER OR AGENT REPRESENTING OR PURPORTING TO REPRESENT CONTRIBUTOR, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, VERBALLY OR IN WRITING EXCEPT AS SET OUT IN THIS AGREEMENT; COMPANY REPRESENTS TO CONTRIBUTOR THAT COMPANY 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 COMPANY DEEMS NECESSARY TO SATISFY ITSELF AS TO THE CONDITION OF THE PROPERTY AND THE EXISTENCE OR NONEXISTENCE OF CURATIVE ACTION TO BE TAKEN WITH RESPECT TO ANY HAZARDOUS OR TOXIC SUBSTANCES ON OR DISCHARGED FROM THE PROPERTY, AND RATHER WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF CONTRIBUTOR OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETO EXCEPT AS SET OUT IN THIS AGREEMENT; UPON CLOSING, COMPANY SHALL ACCEPT THE RISK THAT ADVERSE MATTERS, INCLUDING BUT NOT LIMITED TO, CONSTRUCTION DEFECTS AND ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS, MAY NOT HAVE BEEN REVEALED BY COMPANY'S INVESTIGATIONS, AND COMPANY, UPON CLOSING, SHALL BE DEEMED TO HAVE WAIVED, RELINQUISHED AND RELEASED CONTRIBUTOR 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 COMPANY MIGHT HAVE ASSERTED OR ALLEGED AGAINST CONTRIBUTOR AT ANY TIME BY REASON OF OR ARISING OUT OF ANY CONSTRUCTION DEFECTS, PHYSICAL CONDITIONS, VIOLATIONS OF ANY APPLICABLE LAWS (INCLUDING ANY ENVIRONMENTAL LAWS) AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS REGARDING THE PROPERTY EXCEPT AS SET OUT IN THIS AGREEMENT; COMPANY ACKNOWLEDGES THAT THE PURPOSE OF THIS SECTION IS FOR COMPANY, TO THE FULLEST EXTENT POSSIBLE AT LAW, TO WAIVE, RELINQUISH, RELEASE AND DISCLAIM, ANY CLAIM OR LIABILITY OF OR AGAINST CONTRIBUTOR AS THE RESULT OF ANY CONDITION OR STATE OF FACTS RELATING OR PERTAINING TO THE PROPERTY ON THE CLOSING DATE, EXCEPT AS SET OUT IN THIS AGREEMENT.ITS

Disclaimers and Waivers. Section 11.1 Except as expressly set forth in Section 5.1 hereof, Contributor Seller makes no representation or warranty as to the truth, accuracy or completeness of any of the materials, data or information delivered by Contributor Seller to Company Purchaser in connection with the transaction contemplated hereby. Company Purchaser acknowledges and agrees that except as set forth in Section 5.1, all materials, data and information delivered by Contributor Seller to Company Purchaser in connection with the transaction contemplated hereby is provided to Company Purchaser as a convenience only, that such materials, data and information may be incomplete or inaccurate, that Contributor Seller is released from all claims and liability arising out of or relating to such materials, data and information, and that any reliance on or use of such materials, data or information by Company Purchaser shall be at the sole risk of CompanyPurchaser. Company Purchaser acknowledges that Contributor Seller makes no representation or warranty as to ContributorSeller's compliance with the American With Disabilities Act of 1990 or any amendments or regulations related thereto. Section 11.2 EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, SECTION 5.1 HEREOF) AND AS MAY HEREAFTER BE SET FORTH IN ANY OF THE EXHIBITS HERETO, IT IS UNDERSTOOD AND AGREED AS FOLLOWS: THAT CONTRIBUTOR SELLER IS NOT MAKING AND HAS NOT AT ANY TIME MADE ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND OR CHARACTER, EXPRESS OR 17 IMPLIED, WITH RESPECT TO THE PROPERTY, INCLUDING BUT NOT LIMITED TO, WARRANTIES OR REPRESENTATIONS AS TO HABITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE (OTHER THAN CONTRIBUTORSELLER'S WARRANTY OF TITLE TO BE SET FORTH IN THE DEED AND ANY OTHER WARRANTY OR REPRESENTATION BY CONTRIBUTOR SELLER TO BE CONTAINED IN ANY OF THE OTHER EXHIBITS HERETO), ZONING, TAX CONSEQUENCES, PHYSICAL OR ENVIRONMENTAL CONDITION (INCLUDING THE PRESENCE OF ASBESTOS), UTILITIES, OPERATING HISTORY OR PROJECTIONS, VALUATION, GOVERNMENTAL APPROVALS, THE COMPLIANCE OF THE PROPERTY WITH GOVERNMENTAL LAWS, THE TRUTH, ACCURACY OR COMPLETENESS OF THE ITEMS DELIVERED TO COMPANY OR ANY OTHER INFORMATION PROVIDED BY OR ON BEHALF OF CONTRIBUTOR SELLER TO COMPANY, OR ANY OTHER MATTER OR THING REGARDING THE PROPERTY; THAT UPON CLOSING CONTRIBUTOR SELLER SHALL CONVEY TO COMPANY AND COMPANY SHALL ACCEPT THE PROPERTY "AS IS, WHERE IS, WITH ALL FAULTS;" 18 COMPANY WILL NOT RELY ON, AND CONTRIBUTOR SELLER IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PROPERTY OR RELATING THERETO MADE OR FURNISHED BY CONTRIBUTORSELLER, THE MANAGER OF THE PROPERTY, OR ANY REAL ESTATE BROKER OR AGENT REPRESENTING OR PURPORTING TO REPRESENT CONTRIBUTORSELLER, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, VERBALLY OR IN WRITING EXCEPT AS SET OUT IN THIS AGREEMENT; COMPANY REPRESENTS TO CONTRIBUTOR SELLER THAT COMPANY 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 COMPANY DEEMS NECESSARY TO SATISFY ITSELF AS TO THE CONDITION OF THE PROPERTY AND THE EXISTENCE OR NONEXISTENCE OF 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 CONTRIBUTOR SELLER OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETO EXCEPT AS SET OUT IN THIS AGREEMENT; UPON CLOSING, COMPANY SHALL ACCEPT THE RISK THAT ADVERSE MATTERS, INCLUDING BUT NOT LIMITED TO, CONSTRUCTION DEFECTS AND ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS, MAY NOT HAVE BEEN REVEALED BY COMPANY'S INVESTIGATIONS, AND COMPANY, UPON CLOSING, SHALL BE DEEMED TO HAVE WAIVED, RELINQUISHED AND RELEASED CONTRIBUTOR SELLER FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION (INCLUDING CAUSES OF ACTION IN TORT), LOSSES, [REMAINDER OF THIS PAGE INTENTIONALLY BLANK] 18 DAMAGES, LIABILITIES, COSTS AND EXPENSES (INCLUDING ATTORNEYS' FEES AND COURT COSTS) OF ANY AND EVERY KIND OR CHARACTER, KNOWN OR UNKNOWN, WHICH COMPANY MIGHT HAVE ASSERTED OR ALLEGED AGAINST CONTRIBUTOR SELLER AT ANY TIME BY REASON OF OR ARISING OUT OF ANY CONSTRUCTION DEFECTS, PHYSICAL CONDITIONS, VIOLATIONS OF ANY APPLICABLE LAWS (INCLUDING ANY ENVIRONMENTAL LAWS) AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS REGARDING THE PROPERTY EXCEPT AS SET OUT IN THIS AGREEMENT; COMPANY ACKNOWLEDGES THAT THE PURPOSE OF THIS SECTION IS FOR COMPANY, TO THE FULLEST EXTENT POSSIBLE AT LAW, TO WAIVE, RELINQUISH, RELEASE AND DISCLAIM, ANY CLAIM OR LIABILITY OF OR AGAINST CONTRIBUTOR SELLER AS THE RESULT OF ANY CONDITION OR STATE OF FACTS RELATING OR PERTAINING TO THE PROPERTY ON THE CLOSING DATE, EXCEPT AS SET OUT IN THIS AGREEMENT.

Disclaimers and Waivers. Section 11.1 Except as expressly set forth in Section 5.1 hereof, Contributor Seller makes no representation or warranty as to the truth, accuracy or completeness of any of the materials, data or information delivered by Contributor Seller to Company Purchaser in connection with the transaction contemplated hereby. Company Purchaser acknowledges and agrees that except as set forth in Section 5.1, all materials, data and information delivered by Contributor Seller to Company Purchaser in connection with the transaction contemplated hereby is provided to Company Purchaser as a convenience only, that such materials, data and information may be incomplete or inaccurate, that Contributor Seller is released from all claims and liability arising out of or relating to such materials, data and information, and that any reliance on or use of such materials, data or information by Company Purchaser shall be at the sole risk of CompanyPurchaser. Company Purchaser acknowledges that Contributor Seller makes no representation or warranty as to ContributorSeller's compliance with the American With Disabilities Act of 1990 or any amendments or regulations related thereto. Section 11.2 EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, SECTION 5.1 HEREOF) AND AS MAY HEREAFTER BE SET FORTH IN ANY OF THE EXHIBITS HERETO, IT IS UNDERSTOOD AND AGREED AS FOLLOWS: THAT CONTRIBUTOR SELLER IS NOT MAKING AND HAS NOT AT ANY TIME MADE ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTY, INCLUDING BUT NOT LIMITED TO, WARRANTIES OR REPRESENTATIONS AS TO HABITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE (OTHER THAN CONTRIBUTORSELLER'S WARRANTY OF TITLE TO BE SET FORTH IN THE DEED AND ANY OTHER WARRANTY OR REPRESENTATION BY CONTRIBUTOR SELLER TO BE CONTAINED IN ANY OF THE OTHER EXHIBITS HERETO), ZONING, TAX CONSEQUENCES, PHYSICAL OR ENVIRONMENTAL CONDITION (INCLUDING THE PRESENCE OF ASBESTOS), UTILITIES, OPERATING HISTORY OR PROJECTIONS, VALUATION, GOVERNMENTAL APPROVALS, THE COMPLIANCE OF THE PROPERTY WITH GOVERNMENTAL LAWS, THE TRUTH, ACCURACY OR COMPLETENESS OF THE ITEMS DELIVERED TO COMPANY OR ANY OTHER INFORMATION PROVIDED BY OR ON BEHALF OF CONTRIBUTOR SELLER TO COMPANY, OR ANY OTHER MATTER OR THING REGARDING THE PROPERTY; THAT UPON CLOSING CONTRIBUTOR SELLER SHALL CONVEY TO COMPANY AND COMPANY SHALL ACCEPT THE PROPERTY "AS IS, WHERE IS, WITH ALL FAULTS;" 18 COMPANY WILL NOT RELY ON, AND CONTRIBUTOR SELLER IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PROPERTY OR RELATING THERETO MADE OR FURNISHED BY CONTRIBUTORSELLER, THE MANAGER OF THE PROPERTY, OR ANY REAL ESTATE BROKER OR AGENT REPRESENTING OR PURPORTING TO REPRESENT CONTRIBUTORSELLER, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, VERBALLY OR IN WRITING EXCEPT AS SET OUT IN THIS AGREEMENT; COMPANY REPRESENTS TO CONTRIBUTOR SELLER THAT COMPANY 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 COMPANY DEEMS NECESSARY TO 17 SATISFY ITSELF AS TO THE CONDITION OF THE PROPERTY AND THE EXISTENCE OR NONEXISTENCE OF 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 CONTRIBUTOR SELLER OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETO EXCEPT AS SET OUT IN THIS AGREEMENT; UPON CLOSING, COMPANY SHALL ACCEPT THE RISK THAT ADVERSE MATTERS, INCLUDING BUT NOT LIMITED TO, CONSTRUCTION DEFECTS AND ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS, MAY NOT HAVE BEEN REVEALED BY COMPANY'S INVESTIGATIONS, AND COMPANY, UPON CLOSING, SHALL BE DEEMED TO HAVE WAIVED, RELINQUISHED AND RELEASED CONTRIBUTOR 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 COMPANY MIGHT HAVE ASSERTED OR ALLEGED AGAINST CONTRIBUTOR SELLER AT ANY TIME BY REASON OF OR ARISING OUT OF ANY CONSTRUCTION DEFECTS, PHYSICAL CONDITIONS, VIOLATIONS OF ANY APPLICABLE LAWS (INCLUDING ANY ENVIRONMENTAL LAWS) AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS REGARDING THE PROPERTY EXCEPT AS SET OUT IN THIS AGREEMENT; COMPANY ACKNOWLEDGES THAT THE PURPOSE OF THIS SECTION IS FOR COMPANY, TO THE FULLEST EXTENT POSSIBLE AT LAW, TO WAIVE, RELINQUISH, RELEASE AND DISCLAIM, ANY CLAIM OR LIABILITY OF OR AGAINST CONTRIBUTOR SELLER AS THE RESULT OF ANY CONDITION OR STATE OF FACTS RELATING OR PERTAINING TO THE PROPERTY ON THE CLOSING DATE, EXCEPT AS SET OUT IN THIS AGREEMENT.

Disclaimers and Waivers. Section 11.1 Except as expressly set forth in Section 5.1 hereofASSIGNEE ACKNOWLEDGES AND AGREES THAT, Contributor makes no representation or warranty as to the truthOTHER THAN THE EXPRESS REPRESENTATIONS AND WARRANTIES MADE BY ASSIGNOR HEREIN, accuracy or completeness of any of the materials(A) THE EQUIPMENT IS ACCEPTED BY ASSIGNEE “AS IS, data or information delivered by Contributor to Company in connection with the transaction contemplated hereby. Company acknowledges and agrees that except as set forth in Section 5.1WHERE IS” AND “WITH ALL FAULTS”; (B) ASSIGNEE IS SATISFIED THAT THE EQUIPMENT IS SUITABLE FOR ITS PURPOSES; (C) ASSIGNOR SHALL NOT, all materialsFOR PURPOSES OF THIS ASSIGNMENT, data and information delivered by Contributor to Company in connection with the transaction contemplated hereby is provided to Company as a convenience only, that such materials, data and information may be incomplete or inaccurate, that Contributor is released from all claims and liability arising out of or relating to such materials, data and information, and that any reliance on or use of such materials, data or information by Company shall be at the sole risk of Company. Company acknowledges that Contributor makes no representation or warranty as to Contributor's compliance with the American With Disabilities Act of 1990 or any amendments or regulations related thereto. Section 11.2 EXCEPT AS EXPRESSLY SET FORTH BE DEEMED A MANUFACTURER OR DEALER OF GOODS IN THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, SECTION 5.1 HEREOF) AND AS MAY HEREAFTER BE SET FORTH IN ANY THE NATURE OF THE EXHIBITS HERETOEQUIPMENT, IT IS UNDERSTOOD AND AGREED AS FOLLOWS: THAT CONTRIBUTOR IS NOT MAKING AND (D) ASSIGNOR HAS NOT AT MADE, DOES NOT HEREBY MAKE, AND EXPRESSLY DISCLAIMS, ANY TIME MADE ANY REPRESENTATIONS REPRESENTATIONS, WARRANTIES OR WARRANTIES OF ANY KIND OR CHARACTERCOVENANTS, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTYCONDITION, INCLUDING BUT NOT LIMITED TOQUALITY, WARRANTIES DESCRIPTION, DURABILITY, DESIGN, CAPACITY, PERFORMANCE, MATERIAL OR REPRESENTATIONS AS TO HABITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE (OTHER THAN CONTRIBUTOR'S WARRANTY WORKMANSHIP OF TITLE TO BE SET FORTH IN THE DEED AND ANY OTHER WARRANTY OR REPRESENTATION BY CONTRIBUTOR TO BE CONTAINED EQUIPMENT IN ANY RESPECT OR IN CONNECTION WITH THE SALE TO OR FOR THE PURPOSES AND USES OF THE OTHER EXHIBITS HERETO)ASSIGNEE AND (E) ASSIGNEE HAS EITHER INSPECTED THE EQUIPMENT AS FULLY AS ASSIGNEE DESIRES OR, ZONINGALTERNATIVELY, TAX CONSEQUENCESHAS REFUSED TO INSPECT THE EQUIPMENT. Assignor disclaims any liability for loss, PHYSICAL OR ENVIRONMENTAL CONDITION (INCLUDING THE PRESENCE OF ASBESTOS)damage or injury to third parties as a result of any defect, UTILITIESlatent or otherwise, OPERATING HISTORY OR PROJECTIONSin the Equipment whether arising from Assignor’s negligence or in strict liability. If the Equipment is unsatisfactory for any reason, VALUATIONthe Assignee shall make claim on the account thereof solely against the manufacturer, GOVERNMENTAL APPROVALSsupplier or dealer thereof, THE COMPLIANCE OF THE PROPERTY WITH GOVERNMENTAL LAWSand shall not make any claim on account thereof against Assignor, THE TRUTHor any of its shareholders, ACCURACY OR COMPLETENESS OF THE ITEMS DELIVERED TO COMPANY OR ANY OTHER INFORMATION PROVIDED BY OR ON BEHALF OF CONTRIBUTOR TO COMPANYdirectors, OR ANY OTHER MATTER OR THING REGARDING THE PROPERTY; THAT UPON CLOSING CONTRIBUTOR SHALL CONVEY TO COMPANY AND COMPANY SHALL ACCEPT THE PROPERTY "AS ISofficers, WHERE ISagents or employees, WITH ALL FAULTS;" 18 COMPANY WILL NOT RELY ON, AND CONTRIBUTOR IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PROPERTY OR RELATING THERETO MADE OR FURNISHED BY CONTRIBUTOR, THE MANAGER OF THE PROPERTY, OR ANY REAL ESTATE BROKER OR AGENT REPRESENTING OR PURPORTING TO REPRESENT CONTRIBUTOR, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, VERBALLY OR IN WRITING EXCEPT AS SET OUT IN THIS AGREEMENT; COMPANY REPRESENTS TO CONTRIBUTOR THAT COMPANY 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 COMPANY DEEMS NECESSARY TO SATISFY ITSELF AS TO THE CONDITION OF THE PROPERTY AND THE EXISTENCE OR NONEXISTENCE OF 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 CONTRIBUTOR OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETO EXCEPT AS SET OUT IN THIS AGREEMENT; UPON CLOSING, COMPANY SHALL ACCEPT THE RISK THAT ADVERSE MATTERS, INCLUDING BUT NOT LIMITED TO, CONSTRUCTION DEFECTS AND ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS, MAY NOT HAVE BEEN REVEALED BY COMPANY'S INVESTIGATIONS, AND COMPANY, UPON CLOSING, SHALL BE DEEMED TO HAVE WAIVED, RELINQUISHED AND RELEASED CONTRIBUTOR 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 COMPANY MIGHT HAVE ASSERTED OR ALLEGED AGAINST CONTRIBUTOR AT ANY TIME BY REASON OF OR ARISING OUT OF ANY CONSTRUCTION DEFECTS, PHYSICAL CONDITIONS, VIOLATIONS OF ANY APPLICABLE LAWS (INCLUDING ANY ENVIRONMENTAL LAWS) AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS REGARDING THE PROPERTY EXCEPT AS SET OUT IN THIS AGREEMENT; COMPANY ACKNOWLEDGES THAT THE PURPOSE OF THIS SECTION IS FOR COMPANY, TO THE FULLEST EXTENT POSSIBLE AT LAW, TO WAIVE, RELINQUISH, RELEASE AND DISCLAIM, ANY CLAIM OR LIABILITY OF OR AGAINST CONTRIBUTOR AS THE RESULT OF ANY CONDITION OR STATE OF FACTS RELATING OR PERTAINING TO THE PROPERTY ON THE CLOSING DATE, EXCEPT AS SET OUT IN THIS AGREEMENTand shall nevertheless pay to Assignor all consideration due to Assignor in connection herewith.