that Seller shall be permitted to prepare the Property for its tenancy
as contemplated by this Agreement in Purchaser's reasonable determination. From
and after the Contract Date, Seller shall not enter into any new contract with
respect to the operation and maintenance of the Property that will survive the
Closing, or that would otherwise affect the use, operation or enjoyment of the
Property after Closing, without obtaining Purchaser's prior, written consent,
which Purchaser shall not unreasonably withhold, delay or condition.
10. PROPERTY SOLD "AS IS"
10.1. PURCHASER HEREBY ACKNOWLEDGES AND AGREES THAT THE PROPERTY IS BEING
CONVEYED BY SELLER TO PURCHASER "AS IS, WHERE IS", WITH ALL FAULTS, AT
PURCHASER'S SOLE PERIL AND RISK AND WITHOUT ANY WARRANTIES OR REPRESENTATIONS
WHATSOEVER WITH RESPECT TO THE PROPERTY, WHETHER EXPRESS OR IMPLIED, AND THAT
PURCHASER IS RELYING SOLELY ON ITS OWN TITLE EXAMINATION, INSPECTION AND
EVALUATION OF THE PROPERTY.
10.2. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, PURCHASER HEREBY
EXPRESSLY ACKNOWLEDGES AND AGREES THAT NEITHER SELLER, NOR ANY PARTY,
WHOMSOEVER, ACTING OR PURPORTING TO ACT IN ANY CAPACITY WHATSOEVER ON BEHALF OF
SELLER, HAS MADE ANY REPRESENTATION, WARRANTY OR GUARANTY TO PURCHASER, AS TO:
(A) THE PROPERTY BEING FREE FROM ANY DEFECTS OR VICES; (B) THE CONDITION OR
STATE OF REPAIR OF THE PROPERTY (INCLUDING BUT NOT LIMITED TO THE ENVIRONMENTAL
CONDITION OF THE PROPERTY); (C) ANY HAZARDOUS SUBSTANCES OR MATERIALS (WHICH
INCLUDES ALL SUBSTANCES AND MATERIALS LISTED AS SUCH BY APPLICABLE LAW, ANY
POLLUTANTS OR CONTAMINANTS, WHETHER HARMFUL OR NOT, MOLD, ASBESTOS AND
NATURALLY-OCCURRING BUT HARMFUL SUBSTANCES (SUCH AS METHANE OR RADON) NOT HAVING
BEEN RELEASED OR NOT EXISTING ON, IN, UNDER, ABOVE, UPON OR IN THE VICINITY OF
THE PROPERTY; (D) THE QUALITY, NATURE,
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ADEQUACY AND PHYSICAL CONDITION OF THE PROPERTY, INCLUDING BUT NOT LIMITED TO,
THE SOILS AND GEOLOGY; (E) THE EXISTENCE, QUALITY, NATURE, ADEQUACY AND PHYSICAL
CONDITIONS OF ANY ELECTRICAL, MECHANICAL, PLUMBING, SEWAGE AND UTILITY SYSTEMS
AND FACILITIES SERVING THE PROPERTY; (F) THE HABITABILITY OF THE PROPERTY;
(G) THE MERCHANTABILITY OF TITLE TO THE PROPERTY, EXCEPT AS EXPRESSLY STATED
OTHERWISE IN THE ACT OF SALE, BILL OF SALE OR VEHICLE SALE; (H) THE FITNESS,
SUITABILITY OR ADEQUACY OF THE PROPERTY FOR ITS ORDINARY USE OR ANY INTENDED USE
OR PARTICULAR PURPOSE; (I) THE DEVELOPMENT POTENTIAL OF THE PROPERTY, (J) ANY
ACCESS TO THE PROPERTY; (K) THE ZONING OR OTHER LEGAL STATUS OF THE PROPERTY,
INCLUDING, WITHOUT LIMITATION, ANY SUBDIVISION REQUIREMENTS APPLICABLE TO THE
PROPERTY BEING TRANSFERRED, PURCHASER ASSUMING ALL RESPONSIBILITY AND LIABILITY
IN CONNECTION THEREWITH; AND (L) THE PROPERTY'S COMPLIANCE WITH ANY APPLICABLE
CODES, LAWS, REGULATIONS, STATUTES, ORDINANCES, COVENANTS, CONDITIONS, AND
RESTRICTIONS OF ANY GOVERNMENTAL OR QUASI-GOVERNMENTAL ENTITY OR OF ANY OTHER
PERSON OF ENTITY.
10.3. PURCHASER HEREBY EXPRESSLY WAIVES ANY IMPLIED WARRANTIES OF SELLER
(A) AGAINST EVICTION, (B) AGAINST REDHIBITORY DEFECTS OR VICES OR HIDDEN OR
LATENT DEFECTS, (C) AS TO PURCHASER'S OWNERSHIP AND PEACEFUL POSSESSION OF THE
PROPERTY AND (D) THE PROPERTY BEING FIT FOR ITS ORDINARY USE OR FOR PURCHASER'S
INTENDED USE OR