be deemed to
be full performance and discharge of every agreement and obligation on the part
of Seller to be performed under this Agreement except those, if any, which are
herein specifically stated to survive delivery of the Deed. No agreement or
representation or warranty made in this Agreement by Seller will survive the
Closing and the delivery of the Deed, unless expressly provided otherwise in
this Agreement.
1.5
"AS IS". EXCEPT AS SET FORTH IN ARTICLE X OR IN SELLER'S REPRESENTATIONS
AND WARRANTIES IN ARTICLE XIII OR IN THE CLOSING DOCUMENTS EXECUTED BY SELLER OR
THE ACTUAL FRAUD OF SELLER, PURCHASER AGREES (A) TO TAKE THE PROPERTY "AS IS,
WHERE IS, WITH ALL
2
FAULTS" AND (B) THAT NO REPRESENTATIONS OR WARRANTIES ARE MADE OR
RESPONSIBILITIES ASSUMED BY SELLER AS TO THE CONDITION OF THE PROPERTY, AS TO
THE TERMS OF ANY LEASES OR OTHER DOCUMENTS OR AS TO ANY INCOME, EXPENSE,
OPERATION OR ANY OTHER MATTER OR THING AFFECTING OR RELATING TO THE PROPERTY,
NOW OR ON THE CLOSING DATE. SUBJECT TO AND WITHOUT LIMITING PURCHASER'S RIGHTS
OR SELLER'S OBLIGATIONS UNDER ARTICLE IX OR ARTICLE X, PURCHASER AGREES TO
ACCEPT THE PROPERTY IN THE CONDITION EXISTING ON THE CLOSING DATE, SUBJECT TO
ALL FAULTS OF EVERY KIND AND NATURE WHATSOEVER WHETHER LATENT OR PATENT AND
WHETHER NOW OR HEREAFTER EXISTING.
PURCHASER ACKNOWLEDGES THAT AS OF THE CLOSING DATE, EXCEPT FOR SELLER'S
REPRESENTATIONS AND WARRANTIES SET FORTH IN ARTICLE XIII OR IN THE CLOSING
DOCUMENTS OR THE ACTUAL FRAUD OF SELLER, PURCHASER WILL HAVE INSPECTED THE
PROPERTY AND OBSERVED ITS PHYSICAL CHARACTERISTICS AND CONDITIONS AND WILL HAVE
HAD THE OPPORTUNITY TO CONDUCT SUCH FINANCIAL INVESTIGATIONS AND STUDIES ON OR
OVER THE PROPERTY AND ADJACENT AREAS AS IT DEEMS NECESSARY AND, EXCEPT FOR THE
EXCEPTED CLAIMS (AS DEFINED BELOW), HEREBY WAIVES ANY AND ALL OBJECTIONS TO OR
COMPLAINTS REGARDING THE PROPERTY AND ITS CONDITION, INCLUDING, BUT NOT LIMITED
TO, FEDERAL, STATE OR COMMON LAW-BASED ACTIONS AND ANY PRIVATE RIGHT OF ACTION
UNDER STATE AND FEDERAL LAW TO WHICH THE PROPERTY IS OR MAY BE SUBJECT,
INCLUDING, BUT NOT LIMITED TO, CLAIMS RELATING TO CERCLA, RCRA, PHYSICAL
CHARACTERISTICS AND EXISTING CONDITIONS, INCLUDING STRUCTURAL AND GEOLOGICAL
CONDITIONS, SUBSURFACE SOIL AND WATER CONDITIONS, AND SOLID AND HAZARDOUS WASTE
AND HAZARDOUS MATERIALS ON, UNDER, ADJACENT TO OR OTHERWISE AFFECTING THE
PROPERTY. PURCHASER FURTHER ASSUMES THE RISK OF CHANGES IN APPLICABLE LAWS AND
REGULATIONS RELATING TO PAST, PRESENT AND FUTURE ENVIRONMENTAL CONDITIONS ON THE
PROPERTY AND THE RISK THAT ADVERSE PHYSICAL CHARACTERISTICS AND CONDITIONS,
INCLUDING THE PRESENCE OF HAZARDOUS MATERIALS OR OTHER CONTAMINANTS, MAY NOT
HAVE BEEN REVEALED BY ITS INVESTIGATION.
1.6
Seller Release from Liability. Except with respect to the Seller's
Representations or as otherwise expressly provided in this Agreement or in the
Closing Documents, Purchaser hereby fully and forever waives, and Seller hereby
fully and forever disclaims and shall not be liable or bound in any manner by,
any and all warranties, guarantees, promises, statements, representations or
information of whatever type or