in light of the
circumstances in which such representation is made. The representations set
forth in this Section VIII. are true and correct as of the date of this
Agreement and shall survive the Closing.
IX.
NO REPRESENTATIONS OR WARRANTIES.
A.
"As-Is"; Indemnification. IT IS UNDERSTOOD AND AGREED THAT THE PROPERTY
IS BEING SOLD AND CONVEYED HEREUNDER "AS IS, WHERE IS" AND WITH ANY AND ALL
FAULTS AND LATENT AND PATENT DEFECTS WITHOUT ANY EXPRESS OR IMPLIED
REPRESENTATION OR WARRANTY BY SELLER. SELLER HAS NOT MADE AND DOES NOT MAKE AND
HEREBY SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND OR
CHARACTER WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO THE LEASE, THE
PROPERTY, ITS CONDITION (INCLUDING WITHOUT LIMITATION, ANY REPRESENTATION OR
WARRANTY REGARDING QUALITY OF CONSTRUCTION, STATE OF REPAIR, WORKMANSHIP,
MERCHANTABILITY, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE), ITS
COMPLIANCE WITH ENVIRONMENTAL LAWS OR OTHER LAWS, ITS ENVIRONMENTAL CONDITION,
AVAILABILITY OF ACCESS, INGRESS OR EGRESS, INCOME TO BE DERIVED THEREFROM OR
EXPENSES TO BE INCURRED WITH RESPECT THERETO, THE OBLIGATIONS, RESPONSIBILITIES
OR LIABILITIES OF THE OWNER THEREOF, OR ANY OTHER MATTER OR THING RELATING TO OR
AFFECTING THE PROPERTY, AND SELLER HEREBY DISCLAIMS AND RENOUNCES ANY OTHER
REPRESENTATION OR WARRANTY. PURCHASER ACKNOWLEDGES AND AGREES THAT PURCHASER IS
ENTERING INTO THIS AGREEMENT WITHOUT RELYING UPON ANY SUCH REPRESENTATION,
WARRANTY, STATEMENT OR OTHER ASSERTION, ORAL OR WRITTEN, MADE BY SELLER OR ANY
REPRESENTATIVE OF SELLER OR ANY OTHER PERSON ACTING OR PURPORTING TO ACT FOR OR
ON BEHALF OF SELLER WITH RESPECT TO THE PROPERTY, BUT RATHER IS RELYING UPON ITS
OWN EXAMINATION AND INSPECTION OF THE PROPERTY AND THE LEASE. PURCHASER
REPRESENTS THAT IT IS A KNOWLEDGEABLE PURCHASER OF REAL ESTATE AND THAT IT IS
RELYING SOLELY ON ITS OWN EXPERTISE AND THAT OF ITS CONSULTANTS IN PURCHASING
THE PROPERTY. WITHOUT LIMITING THE GENERALITY OF THE DISCLAIMERS, AGREEMENTS AND
ACKNOWLEDGMENTS CONTAINED HEREIN, PURCHASER FURTHER ACKNOWLEDGES THAT SELLER HAS
NOT MADE AND DOES NOT MAKE ANY WARRANTIES REGARDING (A) THE TRUTH OR ACCURACY OF
ANY ENVIRONMENTAL SITE ASSESSMENT; OR (B) THE QUALIFICATIONS OR EXPERTISE OF THE
RESPECTIVE PARTIES CONDUCTING ANY ENVIRONMENTAL SITE ASSESSMENT. UPON THE
CLOSING AND THE PURCHASE OF THE PROPERTY, PURCHASER AGREES THAT PURCHASER SHALL
BE SOLELY RESPONSIBLE FOR COMPLYING WITH, AND AGREES TO WAIVE, RELEASE,
INDEMNIFY AND HOLD SELLER AND SELLER INDEMNIFIED PARTIES HARMLESS FROM ANY AND
ALL CLAIMS, DEMANDS, LIABILITIES AND OBLIGATIONS OF WHATSOEVER KIND OR NATURE,
DIRECT OR INDIRECT, AND WHETHER CONTINGENT, CONDITIONAL OR OTHERWISE, THAT ARE
KNOWN OR UNKNOWN, ARISING UNDER, PURSUANT TO, FROM OR BY REASON OF OR IN
CONNECTION WITH ANY AND ALL FEDERAL, STATE AND LOCAL LAWS, STATUTES, ORDINANCES,
RULES, REGULATIONS, PERMITS OR STANDARDS, INCLUDING, BUT NOT LIMITED TO, THOSE
RELATING TO ENVIRONMENTAL PROTECTION; HAZARDOUS OR SOLID WASTES OR HAZARDOUS
SUBSTANCES (INCLUDING, BUT NOT LIMITED TO, PETROLEUM, PETROLEUM PRODUCTS AND
PETROLEUM WASTES; ASBESTOS CONTAINING MATERIALS AND WASTES; POLYCHLORINATED
BIPHENYL WASTES, PETROLEUM PRODUCTS, CONSTITUENTS AND DERIVATIVES; ASBESTOS;
POLYCHLORINATED BIPHENYLS; ORGANIC SOLVENTS; AND METALS) OR ANY SUBSTANCES NOW
OR IN THE FUTURE SUBJECT TO