Seller's Warranties, none of the Seller Parties have or shall be
deemed to have made any verbal or written representations, warranties, promises
or guarantees (whether express, implied, statutory or otherwise) to Buyer with
respect to the Property, any matter set forth, contained or addressed in the
Documents (including, but not limited to, the accuracy and completeness thereof)
or the results of Buyer's Due Diligence.
(d)
Buyer shall independently confirm to its satisfaction all information that it
considers material to its purchase of the Property or the Transactions.
(e)
EXCEPT FOR SELLER'S WARRANTIES CONTAINED IN THIS AGREEMENT AND SELLER'S SPECIAL
WARRANTY OF TITLE CONTAINED IN THE DEEDS, BUYER IS NOT RELYING ON ANY WRITTEN,
ORAL, IMPLIED OR OTHER REPRESENTATIONS, STATEMENTS OR WARRANTIES BY SELLER OR
ANY SELLER PARTY. EXCEPT AS EXPRESSLY SET FORTH HEREIN, SELLER SHALL HAVE NO
LIABILITY TO BUYER, AND BUYER HEREBY RELEASES SELLER FROM ANY LIABILITY
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(INCLUDING CONTRACTUAL AND/OR STATUTORY ACTIONS FOR CONTRIBUTION OR INDEMNITY),
FOR, CONCERNING OR REGARDING (1) THE NATURE AND CONDITION OF THE PROPERTY,
INCLUDING THE SUITABILITY THEREOF FOR ANY ACTIVITY OR USE; (2) ANY IMPROVEMENTS
OR SUBSTANCES LOCATED THEREON; OR (3) THE COMPLIANCE OF THE PROPERTY WITH ANY
LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY GOVERNMENT OR OTHER BODY. THE
FOREGOING INCLUDES A RELEASE OF SELLER FROM CLAIMS BASED ON SELLER'S NEGLIGENCE
IN WHOLE OR IN PART AND CLAIMS BASED ON STRICT LIABILITY. SELLER HAS NOT MADE,
DOES NOT MAKE AND EXPRESSLY DISCLAIMS, ANY WARRANTIES, REPRESENTATIONS,
COVENANTS OR GUARANTEES, EXPRESSED OR IMPLIED, OR ARISING BY OPERATION OF LAW,
AS TO THE MERCHANTABILITY, HABITABILITY, QUANTITY, QUALITY OR ENVIRONMENTAL
CONDITION OF THE PROPERTY OR ITS SUITABILITY OR FITNESS FOR ANY PARTICULAR
PURPOSE OR USE. BUYER AFFIRMS THAT PRIOR TO THE EXPIRATION OF THE DUE DILIGENCE
PERIOD, BUYER SHALL HAVE (I) INVESTIGATED AND INSPECTED THE PROPERTY TO ITS
SATISFACTION AND BECOME FAMILIAR AND SATISFIED WITH THE CONDITION OF THE
PROPERTY, AND (II) MADE ITS OWN DETERMINATION AS TO (A) THE MERCHANTABILITY,
QUANTITY, QUALITY AND CONDITION OF THE PROPERTY, INCLUDING THE POSSIBLE PRESENCE
OF TOXIC OR HAZARDOUS SUBSTANCES, MATERIALS OR WASTES OR OTHER ACTUAL OR
POTENTIAL ENVIRONMENTAL CONTAMINANTS, AND (B) THE PROPERTY'S SUITABILITY OR
FITNESS FOR ANY PARTICULAR PURPOSE OR USE. BUYER HEREBY ACCEPTS THE PROPERTY IN
ITS PRESENT CONDITION ON AN "AS IS", "WHERE IS" AND "WITH ALL FAULTS", INCLUDING
ENVIRONMENTAL, BASIS AND ACKNOWLEDGES THAT (I) WITHOUT THIS ACCEPTANCE, THIS
SALE WOULD NOT BE MADE, AND (II) THAT SELLER SHALL BE UNDER NO OBLIGATION
WHATSOEVER TO UNDERTAKE ANY REPAIR, ALTERATION, REMEDIATION OR OTHER WORK OF ANY
KIND WITH RESPECT TO ANY PORTION OF THE PROPERTY. IF THE CLOSING OCCURS, BUYER
AND ITS SUCCESSORS AND ASSIGNS HAVE, AND SHALL BE DEEMED TO HAVE, ASSUMED ALL
RISK AND LIABILITY WITH RESPECT TO THE PRESENCE OF TOXIC OR HAZARDOUS
SUBSTANCES, MATERIALS OR WASTES OR OTHER ACTUAL OR POTENTIAL ENVIRONMENTAL
CONTAMINANTS ON, WITHIN OR UNDER THE SURFACE OF THE PROPERTY, WHETHER KNOWN OR
UNKNOWN, APPARENT, NON-APPARENT OR LATENT, AND
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WHETHER EXISTING PRIOR TO, AT OR SUBSEQUENT TO