and Sellers shall not have
any liability for any inaccuracy in or omission from any of the Property
Documents. THE PROPERTIES, AND ALL RIGHT, TITLE AND INTERESTS OF SELLERS THEREIN
ARE, AS APPLICABLE, TO BE ASSIGNED, TRANSFERRED, CONVEYED AND/OR SOLD BY
SELLERS, AND ARE HEREBY TO BE ACCEPTED BY PURCHASER, AS IS, WHERE IS AND WITH
ALL FAULTS, AND, EXCEPT AS EXPRESSLY SET FORTH HEREIN, WITHOUT ANY
REPRESENTATIONS OR WARRANTIES WHATSOEVER, EXPRESSED OR IMPLIED, WRITTEN OR ORAL.
SELLERS HEREBY DISCLAIM, AND PURCHASER INTENDS TO UNCONDITIONALLY WAIVE AND
EXCLUDE, ALL REPRESENTATIONS AND WARRANTIES, INCLUDING ANY AND ALL EXPRESS OR
IMPLIED REPRESENTATIONS AND WARRANTIES AS TO: (i) THE CONDITION OF THE
PROPERTIES OR ANY ASPECT THEREOF (INCLUDING, WITHOUT LIMITATION, THE ASSUMED
BUSINESS AGREEMENTS AND THE PERMITS AND WARRANTIES), INCLUDING ANY AND ALL
EXPRESS, IMPLIED OR STATUTORY REPRESENTATIONS AND WARRANTIES RELATED TO
SUITABILITY FOR HABITATION, MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OR
PURPOSE; (ii) THE NATURE OR QUALITY OF
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CONSTRUCTION, STRUCTURAL DESIGN OR ENGINEERING OF ANY OF THE IMPROVEMENTS;
(iii) THE QUALITY OF THE LABOR OR MATERIALS INCLUDED IN ANY OF THE IMPROVEMENTS;
(iv) THE SOIL CONDITIONS, DRAINAGE, TOPOGRAPHICAL FEATURES OR OTHER CONDITIONS
OF THE PROPERTIES OR WHICH AFFECT ANY ASPECTS THEREOF; (v) ANY FEATURES OR
CONDITIONS AT OR WHICH AFFECT THE PROPERTIES OR ANY THEREOF WITH RESPECT TO ANY
PARTICULAR PURPOSE, USE, DEVELOPMENTAL POTENTIAL, CASH FLOW OR OTHERWISE;
(vi) ALL EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES CREATED BY ANY
AFFIRMATION OF FACT OR PROMISE OR BY ANY DESCRIPTION OF THE PROPERTIES OR ANY
ASPECTS THEREOF OR ANY OF THE ASSUMED BUSINESS AGREEMENTS OR PERMITS AND
WARRANTIES; (vii) ANY ENVIRONMENTAL, GEOLOGICAL, METEOROLOGICAL, STRUCTURAL OR
OTHER CONDITION OR HAZARD OR THE ABSENCE THEREOF HERETOFORE, NOW OR HEREAFTER
AFFECTING IN ANY MANNER THE PROPERTIES OR ANY THEREOF; (viii) CLAIMS REGARDING
DEFECTS WHICH WERE NOT OR ARE NOT DISCOVERABLE; (ix) PRODUCT LIABILITY CLAIMS IN
ANY MANNER RELATED TO THE PROPERTIES OR ANY ASPECTS THEREOF; (x) ANY LAWS
APPLICABLE TO THE PROPERTIES OR THE COMPLIANCE BY SELLERS OR THE PROPERTIES WITH
ANY SUCH LAWS; (xi) ANY REVENUES OR EXPENSES GENERATED BY OR ASSOCIATED WITH THE
PROPERTIES OR THE TRANSACTIONS CONTEMPLATED HEREIN; AND (xii) ALL OTHER EXPRESS,
IMPLIED OR STATUTORY WARRANTIES AND REPRESENTATIONS BY SELLERS, BH MEMBER OR
BH-AW JV WHATSOEVER.
5.7
No Broker. No Person is entitled to any real estate commission, finder's
fees or similar fee arising out of this Agreement or in connection with the
purchase and sale transactions contemplated by this Agreement based on any
agreement or understanding with Purchaser made by Purchaser on behalf of itself
or on behalf of BH-AW JV or any of Seller.
5.8
Patriot Act. Purchaser is not listed in Executive Order 13224, and
Purchaser has no present, actual knowledge that any other persons or entities
holding any legal or beneficial interest whatsoever in any member of Purchaser
are included in, owned by, controlled by, knowingly acting for or on behalf of,
knowingly providing assistance, support, sponsorship or services of any kind to,
or otherwise