purposes of determining whether the condition precedent set forth
in Section 5.4.3 has been satisfied to the extent the information provided in
such supplements would adversely impact Buyer, the Property, the Ground Lease,
the Tenant Leases and/or the sale, use, leasing and operation of the Property.
15
4.4
Property Conveyed "As Is". Except as expressly provided to the contrary
in this Agreement, the Deed, the Assignment of Ground Lease, the Bill of Sale
and Assignment, the Assignment of Leases, the Ground Lessor Estoppel Certificate
and the other documents to be delivered by Seller at Closing (collectively, the
"Representation Documents"), Buyer agrees that the Property shall be sold, and
Buyer shall accept the Property at Closing on an "as-is where-is" basis
including, without limitation, any and all any construction, latent or patent
defects in the Property, and subject to any and all Hazardous Materials located
in, at, about or under the Property, or for any and all actual, out-of-pocket
claims or causes of action (actual or threatened) based upon, in connection with
or arising out of any law, statute, rule or regulation governing the use,
handling, storage or disposition of Hazardous Materials. Buyer has not relied
and is not relying upon any representations or warranties of Seller (other than
the representations and warranties of Seller expressly set forth in the
Representation Documents), or upon any statements made in any informational
materials with respect to the Property provided by Seller or any other person or
entity, including any broker, or any member, manager, employee, agent, attorney
or other person representing or purporting to represent Seller or any broker. IN
ADDITION TO, AND WITHOUT LIMITATION OF THE FOREGOING, EXCEPT AS OTHERWISE
EXPRESSLY SET FORTH IN THE REPRESENTATION DOCUMENTS, SELLER MAKES NO WARRANTY,
EXPRESS, IMPLIED, STATUTORY, OR BY OPERATION OF LAW, AS TO THE QUANTITY,
QUALITY, MERCHANTABILITY, TITLE, MARKETABILITY, FITNESS, OR SUITABILITY FOR A
PARTICULAR PURPOSE OF THE PROPERTY OR ANY COMPONENT THEREOF, AND THE PROPERTY
AND EACH COMPONENT THEREOF ARE SOLD IN AN "AS IS", "WHERE IS" CONDITION, WITH
ALL FAULTS. BY EXECUTING THIS AGREEMENT, EXCEPT AS SET FORTH IN THE
REPRESENTATION DOCUMENTS, BUYER AFFIRMS AND AGREES THAT: (A) BUYER HAS NOT
RELIED ON THE SELLER'S SKILL OR JUDGMENT TO SELECT OR FURNISH THE PROPERTY OR
ANY COMPONENT THEREOF FOR ANY PARTICULAR PURPOSE, (B) THE SELLER MAKES NO
WARRANTY THAT THE PROPERTY OR ANY COMPONENT THEREOF ARE FIT FOR ANY PARTICULAR
PURPOSE, (C) THERE ARE NO REPRESENTATIONS OR WARRANTIES, EXPRESS, IMPLIED,
STATUTORY, OR BY OPERATION OF LAW, WITH RESPECT TO THE PROPERTY OR ANY COMPONENT
THEREOF, (D) AFTER THE EFFECTIVE DATE, BUYER HAS BEEN GIVEN THE OPPORTUNITY TO
INSPECT THE PROPERTY AND EACH COMPONENT THEREOF AND HAS DETERMINED TO PURCHASE
THE PROPERTY AND EACH COMPONENT THEREOF BASED ON SUCH INSPECTION, AND (E) UPON
CLOSING, BUYER SHALL ASSUME THE RISK (EXCEPT AS A RESULT OF FRAUD OR A BREACH OF
THE REPRESENTATIONS AND WARRANTIES IN THE REPRESENTATION DOCUMENTS) THAT ADVERSE
MATTERS, INCLUDING, BUT NOT LIMITED TO, CONSTRUCTION DEFECTS AND ADVERSE
PHYSICAL CONDITIONS, MAY