square footage within the
Improvements, the structure, the paving, the utilities, and all other physical
and functional aspects of the Property, including, without limitation, any
seismic or retrofitting requirements and an examination for the presence or
absence of Hazardous Materials, which shall be performed or arranged by Buyer at
Buyer's sole expense;
(c)
Any easements and/or access rights affecting the Property;
(d)
The Leases and all matters in connection therewith;
(e)
The Contracts, the Licenses and Permits, the Commission Agreements
and any other documents or agreements of significance affecting the Property;
and
(f)
All other matters of material significance affecting the Property
or delivered to Buyer by Seller in accordance with Article 3 of this Agreement.
7.2.2
AS-IS SALE.
EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES
OF SELLER UNDER SECTION 6.1,
24
ABOVE, BUYER ACKNOWLEDGES AND AGREES THAT NEITHER SELLER, NOR ANYONE ACTING FOR
OR ON BEHALF OF SELLER INCLUDING, WITHOUT LIMITATION, BROKER, HAS MADE ANY
REPRESENTATIONS, WARRANTIES, OR PROMISES TO BUYER, OR TO ANYONE ACTING FOR OR ON
BEHALF OF BUYER, CONCERNING ANY ASPECT OF THE PROPERTY INCLUDING, WITHOUT
LIMITATION, (A) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY,
INCORPORATED INTO THE PROPERTY; (B) COMPLIANCE WITH TITLE III OF THE AMERICANS
WITH DISABILITIES ACT OF 1990 AND ALL SIMILAR STATE AND LOCAL ACCESSIBILITY
LAWS; (C) COMPLIANCE WITH THE FAIR HOUSING ACT AND ALL SIMILAR STATE AND LOCAL
LAWS; (D) COMPLIANCE WITH ANY "SOFT STORY" RETROFIT STANDARDS; (E) COMPLIANCE
WITH ANY ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE LAWS, RULES,
REGULATION, ORDERS OR REQUIREMENTS, INCLUDING, WITHOUT LIMITATION, CALIFORNIA
HEALTH & SAFETY CODE, THE FEDERAL WATER POLLUTION CONTROL ACT, THE FEDERAL
RESOURCE CONSERVATION AND RECOVERY ACT, THE U.S. ENVIRONMENTAL PROTECTION AGENCY
REGULATIONS AT 40 C.F.R., PART 261, THE COMPREHENSIVE ENVIRONMENTAL RESPONSE,
COMPENSATION AND LIABILITY ACT OF 1980, AS AMENDED, THE RESOURCE CONSERVATION
AND RECOVERY ACT OF 1976, THE CLEAN WATER ACT, THE SAFE DRINKING WATER ACT, THE
HAZARDOUS MATERIALS TRANSPORTATION ACT, THE TOXIC SUBSTANCE CONTROL ACT, AND
REGULATIONS PROMULGATED UNDER ANY OF THE FOREGOING; (F) THE PRESENCE OR ABSENCE
OF HAZARDOUS MATERIALS OR MOLD AT, ON, UNDER, OR ADJACENT TO THE PROPERTY;
(G) THE CONTENT, COMPLETENESS OR ACCURACY OF THE DUE DILIGENCE ITEMS, TITLE
COMMITMENT, SURVEY OR UPDATED SURVEY; (H) THE SIZE AND/OR DIMENSIONS OF ANY OF
THE IMPROVEMENTS, AND (I) THE CONFORMITY OF THE IMPROVEMENTS TO ANY PLANS OR
SPECIFICATIONS FOR THE PROPERTY, INCLUDING ANY PLANS AND SPECIFICATIONS THAT
MAY HAVE BEEN OR MAY BE PROVIDED TO BUYER.
BUYER FURTHER ACKNOWLEDGES AND
AGREES THAT THE PROPERTY WILL BE INDEPENDENTLY INVESTIGATED BY BUYER TO ITS FULL
SATISFACTION PRIOR TO EXPIRATION OF THE DUE DILIGENCE PERIOD, OR THAT BUYER WILL
TERMINATE THIS AGREEMENT AS PROVIDED ABOVE, THAT BUYER WILL BE ACQUIRING THE
PROPERTY BASED SOLELY UPON AND IN RELIANCE ON ITS OWN INSPECTIONS, EVALUATIONS,
ANALYSES AND CONCLUSIONS, AND THAT SUBJECT TO SELLER'S EXPRESS OBLIGATIONS
HEREUNDER, BUYER WILL BE ACQUIRING THE PROPERTY IN ITS "AS-IS" CONDITION AND
STATE OF REPAIR INCLUSIVE OF ALL FAULTS AND DEFECTS, WHETHER KNOWN OR UNKNOWN,