whether or
not the transaction contemplated by this Agreement has been consummated.
VII. REPRESENTATIONS AND WARRANTIES;
WAIVERS AND
LIMITATIONS OF LIABILITY
7.1
Seller's Representations.
(a) EXCEPT AS SPECIFICALLY SET FORTH IN SECTION 7.1(c), SELLER HAS NOT
MADE AND DOES NOT NOW MAKE, AND SPECIFICALLY DISCLAIMS, ANY WARRANTIES,
REPRESENTATIONS OR GUARANTIES OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, ORAL
OR WRITTEN, PAST, PRESENT OR FUTURE, WITH RESPECT TO
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THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, WARRANTIES, REPRESENTATIONS OR
GUARANTIES AS TO THE FOLLOWING: (i) MATTERS OF TITLE, (ii) ENVIRONMENTAL MATTERS
RELATING TO THE PROPERTY OR ANY PORTION THEREOF, (iii) GEOLOGICAL CONDITIONS,
INCLUDING, WITHOUT LIMITATION, SUBSIDENCE, SUBSURFACE CONDITIONS, WATER TABLE,
UNDERGROUND WATER RESERVOIRS, LIMITATIONS REGARDING THE WITHDRAWAL OF WATER AND
EARTHQUAKE FAULTS AND THE RESULTING DAMAGE OF PAST OR FUTURE EARTHQUAKES, (iv)
WHETHER, AND TO THE EXTENT TO WHICH, THE PROPERTY OR ANY PORTION THEREOF IS
AFFECTED BY ANY STREAM (SURFACE OR UNDERGROUND), BODY OF WATER, FLOOD PRONE
AREA, FLOOD PLAIN, FLOODWAY OR SPECIAL FLOOD HAZARD, (v) DRAINAGE, (vi) SOIL
CONDITIONS, INCLUDING THE EXISTENCE OF INSTABILITY, PAST SOIL REPAIRS, SOIL
ADDITIONS OR CONDITIONS OF SOIL FILL, OR SUSCEPTIBILITY TO LANDSLIDES, OR THE
SUFFICIENCY OF ANY UNDER SHORING, (vii) ZONING OR ENTITLEMENTS TO WHICH THE
PROPERTY OR ANY PORTION THEREOF MAY BE SUBJECT, (viii) THE AVAILABILITY OF ANY
UTILITIES TO THE PROPERTY OR ANY PORTION THEREOF, INCLUDING, WITHOUT LIMITATION,
WATER, SEWAGE, GAS AND ELECTRIC, (ix) USAGES OF ADJOINING PROPERTY, (x) ACCESS
TO THE PROPERTY OR ANY PORTION THEREOF, (xi) THE VALUE, COMPLIANCE WITH THE
PLANS AND SPECIFICATIONS, SIZE, LOCATION, AGE, USE, DESIGN, QUALITY,
DESCRIPTION, SUITABILITY, STRUCTURAL INTEGRITY, OPERATION, TITLE TO, OR PHYSICAL
OR FINANCIAL CONDITION OF, THE PROPERTY OR ANY PORTION THEREOF, (xii) ANY
INCOME, EXPENSES, CHARGES, LIENS, ENCUMBRANCES, RIGHTS OR CLAIMS ON OR AFFECTING
OR PERTAINING TO THE PROPERTY OR ANY PART THEREOF, (xiii) THE ENFORCEABILITY OF
ANY OF THE LEASES OR THE ABILITY OF ANY OF THE TENANTS TO PERFORM THEIR
OBLIGATIONS UNDER THE LEASES, (xiv) THE PRESENCE OF HAZARDOUS SUBSTANCES IN OR
ON, UNDER OR IN THE VICINITY OF THE PROPERTY, (xv) THE CONDITION OR USE OF THE
PROPERTY OR COMPLIANCE OF THE PROPERTY WITH ANY OR ALL PAST, PRESENT OR FUTURE
FEDERAL, STATE OR LOCAL ORDINANCES, RULES, REGULATIONS OR LAWS, BUILDING, FIRE
OR ZONING ORDINANCES, CODES OR OTHER SIMILAR LAWS, (xvi) THE EXISTENCE OR
NON-EXISTENCE OF UNDERGROUND STORAGE TANKS, (xvii) ANY OTHER MATTER AFFECTING
THE STABILITY OR INTEGRITY OF THE REAL PROPERTY, (xviii) THE POTENTIAL FOR
FURTHER DEVELOPMENT OF THE PROPERTY, (xix) THE EXISTENCE OF VESTED LAND USE,
ZONING OR BUILDING ENTITLEMENTS AFFECTING THE PROPERTY, (xx) THE MERCHANTABILITY
OF THE PROPERTY, THE FITNESS OF THE PROPERTY FOR ANY PARTICULAR PURPOSE
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(PURCHASER AFFIRMING THAT PURCHASER HAS NOT RELIED ON SELLER'S SKILL OR JUDGMENT
TO SELECT OR FURNISH THE PROPERTY FOR ANY PARTICULAR PURPOSE, AND THAT SELLER
MAKES NO WARRANTY THAT THE PROPERTY IS FIT FOR ANY PARTICULAR PURPOSE) OR THE
HABITABILITY OF THE PROPERTY, OR (xxi) ANY TAX CONSEQUENCES RELATING TO THE
PURCHASE OF THE