of the obligations of Seller under this Agreement.
SUBJECT ONLY TO THE EXPRESS REPRESENTATIONS AND WARRANTIES OF SELLER SET FORTH
IN THIS AGREEMENT AND THE EXPRESS REPRESENTATIONS AND WARRANTIES OF SELLER SET
FORTH IN ANY OF THE DOCUMENTS REQUIRED TO BE DELIVERED BY SELLER AT CLOSING
(COLLECTIVELY, THE "DOCUMENT REPRESENTATIONS"), THE PROPERTY IS TO BE SOLD
PURSUANT TO THIS AGREEMENT AS IS WHERE IS, WITH ALL FAULTS AND WITHOUT ANY
WARRANTY, EXPRESS, IMPLIED OR STATUTORY, ALL OF WHICH ARE HEREBY DISCLAIMED BY
BUYER. EXCEPT AS PROVIDED IN THIS AGREEMENT AND/OR IN THE DOCUMENT
REPRESENTATIONS, NO GUARANTEES, REPRESENTATIONS OR WARRANTIES, EXPRESS OR
IMPLIED, ARE MADE BY SELLER WITH RESPECT TO THE PROPERTY, INCLUDING, WITHOUT
LIMITATION, WITH RESPECT TO THE ENVIRONMENTAL CONDITION OF THE PROPERTY.
BUYER FURTHER ACKNOWLEDGES THAT ANY INFORMATION SELLER HAS PROVIDED TO BUYER
(INCLUDING, WITHOUT LIMITATION, THE DUE DILIGENCE DOCUMENTS) HAS BEEN PROVIDED
TO BUYER FOR INFORMATIONAL PURPOSES ONLY AND THAT SELLER DOES NOT REPRESENT,
WARRANT OR GUARANTEE THE CONTENTS OR OPINIONS CONTAINED IN OR THE ACCURACY OR
COMPLETENESS OF ANY SUCH INFORMATION EXCEPT AS PROVIDED IN THIS AGREEMENT OR THE
DOCUMENT REPRESENTATIONS.
BUYER'S DECISION WITH RESPECT TO THE ULTIMATE
PURCHASE OF THE PROPERTY WILL BE BASED SOLELY UPON ITS OWN INVESTIGATION OF THE
PROPERTY AND UPON THE REPRESENTATIONS AND WARRANTIES OF SELLER TO BUYER SET
FORTH IN THIS AGREEMENT OR THE DOCUMENT REPRESENTATIONS. EXCEPT ONLY WITH
RESPECT TO A BREACH BY SELLER OF ANY REPRESENTATION OR WARRANTY EXPRESSLY AND
SPECIFICALLY CONTAINED IN THIS AGREEMENT OR IN THE DOCUMENT REPRESENTATIONS,
BUYER HEREBY WAIVES, RELEASES AND FOREVER DISCHARGES SELLER, ANY TRUSTEE,
BENEFICIARY, EMPLOYEE, AGENT OR
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PERSON ACTING ON BEHALF OF SELLER AND ANY AFFILIATE OF SELLER OF AND FROM ANY
AND ALL CLAIMS, ACTIONS, CAUSES OF ACTION, DEMANDS, RIGHTS, DAMAGES, LIABILITIES
AND COSTS WHATSOEVER, DIRECT OR INDIRECT, KNOWN OR UNKNOWN, WHICH BUYER NOW HAS
OR WHICH MAY ARISE IN THE FUTURE AGAINST SELLER WITH RESPECT TO REPRESENTATIONS
AND WARRANTIES RELATED TO THE PROPERTY.
THIS PARAGRAPH SHALL SURVIVE THE
CLOSING.
BUYER REPRESENTS TO SELLER THAT BUYER HAS CONDUCTED, OR WILL CONDUCT DURING THE
DUE DILIGENCE PERIOD, SUCH INVESTIGATIONS OF THE PROPERTY, INCLUDING BUT NOT
LIMITED TO, THE PHYSICAL AND ENVIRONMENTAL CONDITIONS THEREOF, AS BUYER DEEMS
NECESSARY TO SATISFY ITSELF AS TO THE CONDITION OF THE PROPERTY, AND WILL RELY
SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF SELLER
OR ITS AGENTS WITH RESPECT THERETO, OTHER THAN SUCH REPRESENTATIONS, WARRANTIES
AND COVENANTS OF SELLER AS ARE EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN THE
DOCUMENT REPRESENTATIONS. THIS PARAGRAPH SHALL SURVIVE THE CLOSING.
If, prior to Closing, a representation or warranty of Seller in this Agreement
is or becomes materially untrue and/or any occurrence after the end of the Due
Diligence Period or document made known to Buyer (that was not discoverable by
the exercise of commercially reasonable due diligence by Buyer) that materially
changes or renders incomplete, invalid, or inaccurate any of the Due Diligence
Documents ("Adverse Change Due Diligence"), then Seller shall