WITH
THE TRANSACTION CONTEMPLATED HEREBY ARE PROVIDED TO BUYER AS A CONVENIENCE ONLY
AND THAT ANY RELIANCE ON OR USE OF SUCH MATERIALS, DATA OR INFORMATION BY BUYER
SHALL BE AT THE SOLE RISK OF BUYER, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED
HEREIN. NEITHER SELLER, NOR ANY AFFILIATE OF SELLER, NOR THE PERSON OR ENTITY
WHICH PREPARED ANY REPORT OR REPORTS DELIVERED BY SELLER TO BUYER SHALL HAVE ANY
LIABILITY TO BUYER FOR ANY INACCURACY IN OR OMISSION FROM ANY SUCH REPORTS.
Section 14.2 AS-IS SALE; DISCLAIMERS. BUYER ACKNOWLEDGES AND AGREES THAT EXCEPT
AS EXPRESSLY SET FORTH IN THIS AGREEMENT, SELLER IS NOT MAKING, HAS NOT AT ANY
TIME MADE, AND SPECIFICALLY NEGATES AND DISCLAIMS, ANY WARRANTIES OR
REPRESENTATIONS OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, WITH RESPECT TO
ANY PROPERTY OR PROPERTIES, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OR
REPRESENTATIONS AS TO FITNESS FOR A PARTICULAR PURPOSE. BUYER ACKNOWLEDGES AND
AGREES THAT UPON EACH CLOSING SELLER SHALL CONVEY TO BUYER AND BUYER SHALL
ACCEPT EACH APPLICABLE PROPERTY "AS IS, WHERE IS, WITH ALL FAULTS", EXCEPT TO
THE EXTENT EXPRESSLY PROVIDED OTHERWISE IN THIS AGREEMENT, THE PROPERTY LEASES,
THE MASTER AGREEMENTS OR IN ANY OTHER DOCUMENT EXECUTED BY SELLER AND DELIVERED
TO BUYER AT SUCH CLOSING. BUYER HAS NOT RELIED AND WILL NOT RELY ON, AND SELLER
IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES,
STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO ANY PROPERTY OR
PROPERTIES OR RELATING THERETO (INCLUDING SPECIFICALLY, WITHOUT LIMITATION,
OFFERING PACKAGES DISTRIBUTED WITH RESPECT TO THE PROPERTIES) MADE OR FURNISHED
BY SELLER, ANY SELLER PARTY, OR ANY ADVISOR, REAL ESTATE BROKER OR AGENT
REPRESENTING OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER MADE OR GIVEN,
DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, UNLESS SPECIFICALLY SET FORTH IN
THIS AGREEMENT. BUYER ALSO ACKNOWLEDGES THAT THE PURCHASE PRICE REFLECTS AND
TAKES INTO ACCOUNT THAT THE PROPERTIES ARE BEING SOLD "AS-IS."
BUYER REPRESENTS TO SELLER THAT IT IS A KNOWLEDGEABLE, EXPERIENCED AND
SOPHISTICATED BUYER OF REAL ESTATE, AND THAT IT HAS CONDUCTED, OR WILL CONDUCT
PRIOR TO EACH CLOSING, SUCH INVESTIGATIONS OF THE APPLICABLE PROPERTIES,
INCLUDING BUT NOT LIMITED TO, THE PHYSICAL AND ENVIRONMENTAL CONDITIONS THEREOF,
AS BUYER DEEMS NECESSARY OR DESIRABLE TO SATISFY ITSELF AS TO THE CONDITION OF
THE PROPERTIES AND THE EXISTENCE OR NONEXISTENCE OR CURATIVE ACTION TO BE TAKEN
WITH
37
RESPECT TO ANY HAZARDOUS OR TOXIC SUBSTANCES ON OR DISCHARGED FROM THE
PROPERTIES, AND WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED
BY OR ON BEHALF OF SELLER OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETO, OTHER
THAN SUCH REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER AS ARE EXPRESSLY
SET FORTH IN THIS AGREEMENT. UPON EACH CLOSING, BUYER SHALL ASSUME THE RISK THAT
ADVERSE MATTERS, INCLUDING BUT NOT LIMITED TO, CONSTRUCTION DEFECTS AND ADVERSE
PHYSICAL AND ENVIRONMENTAL CONDITIONS, MAY NOT HAVE BEEN REVEALED BY BUYER'S
INVESTIGATIONS, AND EXCEPT WITH RESPECT TO MATTERS WHICH BY THE EXPRESS TERMS OF
THIS AGREEMENT SURVIVE SUCH CLOSING OR TO THE EXTENT