having made and relied
solely on its own independent investigation, inspection, analysis, appraisal and
evaluation of the Property and the facts and circumstances related thereto.
Without limiting the generality of the foregoing, Purchaser acknowledges and
agrees that, except as expressly set forth in Section 5.1 of the Purchase
Agreement and in any document executed by Seller at the Closing, neither Seller
nor Broker has any obligation to disclose to Purchaser, and shall have no
liability for its failure to disclose to Purchaser, any information known to it
relating to the Property.
Purchaser acknowledges and agrees that, except as
expressly set forth in Section 5.1 of the Purchase Agreement and in any document
executed by Seller at the Closing, all materials, data and information delivered
to Purchaser by or through Seller or Broker in connection with the transaction
contemplated herein have been provided to Purchaser as a convenience only and
that any reliance on or use of such materials, data or information by Purchaser
shall be at the sole risk of Purchaser.
I-1
2.
Disclaimers.
PURCHASER ACKNOWLEDGES AND AGREES THAT THE PREMISES
HAVE BEEN SOLD AND CONVEYED TO PURCHASER AND PURCHASER HAS ACCEPTED THE PREMISES
"AS IS, WHERE IS, WITH ALL FAULTS". EXCEPT FOR THE REPRESENTATIONS AND
WARRANTIES SET FORTH IN SECTION 5.1 OF THE PURCHASE AGREEMENT, THE LIMITED
WARRANTY OF TITLE EXPRESSLY SET FORTH IN THE DEED FROM SELLER TO PURCHASER, AND
IN ANY DOCUMENT EXECUTED BY SELLER AT THE CLOSING, SELLER HEREBY EXPRESSLY
DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND OR CHARACTER,
EXPRESS OR IMPLIED, WITH RESPECT TO THE PREMISES.
WITHOUT LIMITING THE
GENERALITY OF THE PRECEDING SENTENCE OR ANY OTHER DISCLAIMER SET FORTH HEREIN,
SELLER AND PURCHASER HEREBY AGREE THAT SELLER HAS NOT MADE AND IS NOT MAKING ANY
REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WRITTEN OR ORAL, AS TO (A)
THE NATURE OR CONDITION, PHYSICAL OR OTHERWISE, OF THE PREMISES OR ANY ASPECT
THEREOF, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF HABITABILITY,
SUITABILITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE, (B)
THE NATURE OR QUALITY OF CONSTRUCTION, STRUCTURAL DESIGN OR ENGINEERING OF THE
IMPROVEMENTS OR THE STATE OF REPAIR OR LACK OR REPAIR OF ANY OF THE
IMPROVEMENTS, (C) THE QUALITY OF THE LABOR OR MATERIALS INCLUDED IN THE
IMPROVEMENTS, (D) THE SOIL CONDITIONS, DRAINAGE CONDITIONS, TOPOGRAPHICAL
FEATURES, ACCESS TO PUBLIC RIGHTS-OF-WAY, AVAILABILITY OF UTILITIES OR OTHER
CONDITIONS OR CIRCUMSTANCES WHICH AFFECT OR MAY AFFECT THE PREMISES OR ANY USE
TO WHICH PURCHASER MAY PUT THE PREMISES, (E) ANY CONDITIONS AT OR WHICH AFFECT
OR MAY AFFECT THE PREMISES WITH RESPECT TO ANY PARTICULAR PURPOSE, USE,
DEVELOPMENT POTENTIAL OR OTHERWISE, (F) THE AREA, SIZE, SHAPE, CONFIGURATION,
LOCATION, CAPACITY, QUANTITY, QUALITY, CASH FLOW, EXPENSES, VALUE, MAKE, MODEL,
COMPOSITION, AUTHENTICITY OR AMOUNT OF THE PREMISES OR ANY PART THEREOF, (G)
EXCEPT FOR THE LIMITED WARRANTY OF TITLE EXPRESSLY SET FORTH IN THE DEED, THE
NATURE OR EXTENT OF TITLE TO THE PREMISES, OR ANY EASEMENT, RIGHT-OF-WAY, LEASE,
POSSESSION, LIEN, ENCUMBRANCE, LICENSE, RESERVATION, CONTRACT, CONDITION