set forth in Sections 5.1 and 5.2 above (collectively,
the "Due Diligence Items"); provided Purchaser has approved the Property and all
Due Diligence Items and hereby waives any right to terminate this Agreement as a
result of any such review and investigation.
Section 5.5
Sale "As Is". THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT HAS
BEEN NEGOTIATED BETWEEN SELLERS AND PURCHASER, THIS AGREEMENT REFLECTS THE
MUTUAL AGREEMENT OF SELLERS AND PURCHASER, AND PURCHASER HAS CONDUCTED ITS OWN
INDEPENDENT EXAMINATION OF THE PROPERTY. OTHER THAN ANY SPECIFIC MATTERS
REPRESENTED IN SECTIONS 8.1 AND 11.1 HEREOF (AS MAY BE LIMITED HEREIN, INCLUDING
BY SECTION 16.1 OF THIS AGREEMENT), PURCHASER HAS NOT RELIED UPON AND WILL NOT
RELY UPON, EITHER DIRECTLY OR INDIRECTLY, ANY REPRESENTATION OR WARRANTY OF
SELLERS OR ANY OF SELLERS' AFFILIATES, AGENTS OR REPRESENTATIVES, AND PURCHASER
HEREBY ACKNOWLEDGES THAT NO SUCH REPRESENTATIONS OR WARRANTIES HAVE BEEN MADE.
SELLERS SPECIFICALLY DISCLAIM, AND NEITHER SELLERS NOR ANY OF SELLERS'
AFFILIATES NOR ANY OTHER PERSON IS MAKING, ANY REPRESENTATION, WARRANTY OR
ASSURANCE WHATSOEVER TO PURCHASER AND, EXCEPT AS SET FORTH IN SECTIONS 8.1 AND
11.1 HEREOF, NO WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EITHER
EXPRESS OR IMPLIED, ARE MADE BY SELLERS OR RELIED UPON BY PURCHASER WITH RESPECT
TO THE STATUS OF TITLE TO OR THE MAINTENANCE, REPAIR, CONDITION, DESIGN OR
MARKETABILITY OF THE PROPERTIES, OR ANY PORTION THEREOF, INCLUDING BUT NOT
LIMITED TO (A) ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY, (B) ANY
IMPLIED OR EXPRESS WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, (C) ANY IMPLIED
OR EXPRESS WARRANTY OF CONFORMITY TO MODELS OR SAMPLES OF MATERIALS, (D) ANY
RIGHTS OF PURCHASER UNDER APPROPRIATE STATUTES TO CLAIM DIMINUTION OF
CONSIDERATION, (E) ANY CLAIM BY
LEGAL_US_W # 74790953.14
18
PURCHASER FOR DAMAGES BECAUSE OF DEFECTS, WHETHER KNOWN, OR UNKNOWN, OR LATENT,
WITH RESPECT TO ANY REAL PROPERTY, IMPROVEMENTS OR THE PERSONAL PROPERTY, (F)
THE FINANCIAL CONDITION OR PROSPECTS OF THE PROPERTIES OR THE TENANTS AND (G)
THE COMPLIANCE OR LACK THEREOF OF ANY REAL PROPERTY OR THE IMPROVEMENTS WITH
GOVERNMENTAL REGULATIONS, IT BEING THE EXPRESS INTENTION OF SELLERS AND
PURCHASER THAT, EXCEPT AS EXPRESSLY SET FORTH TO THE CONTRARY IN SECTIONS 8.1
AND 11.1 HEREOF (AS LIMITED BY SECTION 16.1 OF THIS AGREEMENT), THE PROPERTIES
WILL BE CONVEYED AND TRANSFERRED TO PURCHASER IN THEIR PRESENT CONDITION AND
STATE OF REPAIR, "AS IS" AND "WHERE IS", WITH ALL FAULTS. Purchaser represents
that it is a knowledgeable, experienced and sophisticated purchaser of real
estate, and that, except as set forth in Sections 8.1 and 11.1, as limited by
Section 16.1 of this Agreement, it is relying solely on its own expertise and
that of Purchaser's consultants in purchasing the Properties. Purchaser has
conducted such inspections, investigations and other independent examinations of
the Properties and related matters as Purchaser deems necessary, including but
not limited to the physical and environmental conditions thereof, and will rely
upon same and not upon any statements of Sellers (excluding the limited specific
matters represented by Sellers in