ITS OWN EXPERTISE AND THAT OF PURCHASER'S CONSULTANTS IN PURCHASING
THE PROPERTY THROUGH THE TRANSFER OF SELLER'S LLC INTEREST.
PURCHASER HAS BEEN
GIVEN A SUFFICIENT OPPORTUNITY PRIOR TO THE EFFECTIVE DATE TO CONDUCT AND HAS
CONDUCTED SUCH INSPECTIONS, INVESTIGATIONS AND OTHER INDEPENDENT EXAMINATIONS OF
THE PROPERTY, SELLER'S LLC INTEREST AND RELATED MATTERS AS PURCHASER DEEMS
NECESSARY, INCLUDING BUT NOT LIMITED TO THE PHYSICAL AND ENVIRONMENTAL
CONDITIONS THEREOF, AND WILL RELY UPON SAME AND NOT UPON ANY STATEMENTS OF
SELLER OR SELLER ENTITIES (EXCLUDING THE LIMITED MATTERS REPRESENTED BY SELLER
IN SECTIONS 8.1, 8.2 AND 8.3 HEREOF AND ANY CLOSING CERTIFICATION OF SELLER AS
TO THE TRUTH AND ACCURACY OF THE REPRESENTATIONS AND WARRANTIES AS OF THE
CLOSING DATE AND THE REPRESENTATIONS IN SELLER'S (AND PROPERTY OWNER'S) TITLE
AFFIDAVIT, NON-IMPUTATION ENDORSEMENT AFFIDAVIT AND ALL OTHER CLOSING DOCUMENTS)
NOR OF ANY OFFICER, DIRECTOR, EMPLOYEE, AGENT OR ATTORNEY OF SELLER. PURCHASER
ACKNOWLEDGES THAT ALL INFORMATION OBTAINED BY PURCHASER WAS OBTAINED FROM A
VARIETY OF SOURCES, AND SELLER WILL NOT BE DEEMED TO HAVE REPRESENTED OR
WARRANTED THE COMPLETENESS, TRUTH OR ACCURACY OF ANY OF THE DOCUMENTS OR OTHER
SUCH INFORMATION HERETOFORE OR HEREAFTER FURNISHED TO PURCHASER.
UPON CLOSING,
SUBJECT TO THE EXPRESS PROVISIONS OF THIS AGREEMENT, PURCHASER WILL ASSUME THE
RISK THAT ADVERSE MATTERS, INCLUDING, BUT NOT LIMITED TO, ADVERSE PHYSICAL AND
ENVIRONMENTAL CONDITIONS, MAY NOT HAVE BEEN REVEALED BY PURCHASER'S INSPECTIONS
AND INVESTIGATIONS. PURCHASER ACKNOWLEDGES AND AGREES THAT, UPON CLOSING, SELLER
WILL SELL AND CONVEY TO PURCHASER, AND PURCHASER WILL ACCEPT THE PROPERTY
THROUGH THE TRANSFER OF SELLER'S LLC INTEREST, "AS IS, WHERE IS," WITH ALL
FAULTS. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT THERE ARE NO ORAL
AGREEMENTS, WARRANTIES OR REPRESENTATIONS COLLATERAL TO OR AFFECTING SELLER'S
LLC INTEREST OR THE PROPERTY BY SELLER, ANY AGENT OF SELLER OR ANY THIRD PARTY.
SELLER IS NOT LIABLE OR BOUND IN ANY MANNER BY ANY ORAL OR WRITTEN STATEMENTS,
REPRESENTATIONS OR INFORMATION PERTAINING TO THE PROPERTY OR SELLER'S LLC
INTEREST FURNISHED BY ANY REAL ESTATE BROKER, AGENT, EMPLOYEE, SERVANT OR OTHER
PERSON, UNLESS THE SAME ARE SPECIFICALLY SET FORTH HEREIN. PURCHASER
ACKNOWLEDGES THAT THE PURCHASE PRICE REFLECTS THE "AS IS, WHERE IS" NATURE OF
THIS SALE AND ANY FAULTS, LIABILITIES, DEFECTS OR OTHER ADVERSE MATTERS THAT MAY
BE ASSOCIATED WITH THE PROPERTY AND SELLER'S LLC INTEREST.
PURCHASER, WITH
PURCHASER'S COUNSEL, HAS FULLY REVIEWED THE DISCLAIMERS AND WAIVERS SET FORTH IN
THIS AGREEMENT AND UNDERSTANDS THEIR SIGNIFICANCE AND AGREES THAT THE
DISCLAIMERS AND OTHER
17
AGREEMENTS SET FORTH HEREIN ARE AN INTEGRAL PART OF THIS AGREEMENT, AND THAT
SELLER WOULD NOT HAVE AGREED TO SELL SELLER'S LLC INTEREST TO PURCHASER FOR THE
PURCHASE PRICE WITHOUT THE DISCLAIMERS AND OTHER AGREEMENTS SET FORTH IN THIS
AGREEMENT.
PURCHASER AND PURCHASER'S AFFILIATES FURTHER COVENANT AND AGREE NOT TO SUE
SELLER AND SELLER'S AFFILIATES AND RELEASE SELLER AND SELLER'S AFFILIATES OF AND
FROM AND WAIVE ANY CLAIM OR CAUSE OF ACTION, INCLUDING, WITHOUT LIMITATION, ANY
STRICT LIABILITY CLAIM OR CAUSE OF ACTION, THAT PURCHASER OR PURCHASER'S
AFFILIATES MAY HAVE