Seller, nor the
persons or entities which prepared any report or
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reports (unless Buyer has obtained reliance letters from any such persons or
entities or has established legal privity with such persons or entities by some
other means) delivered by Seller to Buyer, shall have any liability to Buyer for
any inaccuracy in or omission from any such reports.
(b)
Except as expressly set forth in this
Agreement and in any documents delivered by Seller at the Closing, it is
understood and agreed that Seller is not making and has not at any time made any
warranties or representations of any kind or character, express or implied, with
respect to the Property, including, but not limited to, any warranties or
representations as to habitability, merchantability or fitness for a particular
purpose, or as to the state of title, physical condition, environmental
condition and/or zoning of the Property.
BUYER ACKNOWLEDGES AND AGREES THAT UPON CLOSING SELLER SHALL SELL AND CONVEY OR
ASSIGN TO BUYER AND BUYER SHALL ACCEPT THE Property "AS IS, WHERE IS, WITH ALL
FAULTS" AND WITH ALL LATENT OR PATENT DEFECTS, EXCEPT TO THE EXTENT EXPRESSLY
PROVIDED OTHERWISE IN THIS AGREEMENT OR THE DOCUMENTS EXECUTED AND DELIVERED BY
SELLER AT THE 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
RELATING THERETO MADE OR FURNISHED BY SELLER, OR ANY REAL ESTATE BROKER OR AGENT
PURPORTING TO REPRESENT SELLER, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR
INDIRECTLY, ORALLY OR IN WRITING, UNLESS SPECIFICALLY SET FORTH IN THIS
AGREEMENT OR DOCUMENTS EXECUTED AND DELIVERED BY SELLER AT THE CLOSING. BUYER
ALSO ACKNOWLEDGES THAT THE PURCHASE PRICE REFLECTS AND TAKES INTO ACCOUNT THAT
THE PROPERTY IS BEING SOLD "AS IS, WHERE IS, WITH ALL FAULTS". IN ADDITION,
SELLER WILL HAVE NO OBLIGATION TO PROVIDE ANY REPAIRS, ALTERATIONS OR
IMPROVEMENTS TO THE PROPERTY AS A CONDITION PRECEDENT TO BUYER'S OBLIGATION TO
CLOSE TITLE. IN FURTHERANCE OF THE FOREGOING AND NOT IN LIMITATION THEREOF,
BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT EXCEPT AS SPECIFICALLY SET FORTH
HEREIN TO THE CONTRARY, BUYER IS NOT RELYING ON ANY REPRESENTATIONS OR
WARRANTIES OF ANY KIND WHATSOEVER, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED,
STATUTORY OR OTHERWISE, FROM SELLER OR ANY PARTNER, MEMBER, MANAGER,
SHAREHOLDER, OFFICER OR DIRECTOR OF SELLER OR FROM ANY EMPLOYEE, ATTORNEY, AGENT
OR REPRESENTATIVE OF SELLER AS TO ANY MATTER CONCERNING ANY PROPERTY OR ANY
MATERIALS PROVIDED BY THE SELLER PURSUANT TO SECTION 2.3 HEREOF, INCLUDING
WITHOUT LIMITATION: (i) THE QUALITY, NATURE, HABITABILITY, MERCHANTABILITY, USE,
OPERATION, VALUE, MARKETABILITY, ADEQUACY OR PHYSICAL CONDITION OF THE PROPERTY
OR ANY ASPECT OR PORTION THEREOF, INCLUDING, WITHOUT
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LIMITATION, STRUCTURAL ELEMENTS, FOUNDATIONS, ROOFS, APPURTENANCES, ACCESS,
LANDSCAPING, PARKING FACILITIES, ELECTRICAL, MECHANICAL, HVAC, PLUMBING, SEWAGE,
UTILITY SYSTEMS, FACILITIES, APPLIANCES, SOILS, GEOLOGY OR GROUNDWATER, (ii) THE
DIMENSIONS OR LOT SIZE OF ANY PROPERTY OR THE SQUARE FOOTAGE OF THE IMPROVEMENTS
THEREON OR OF