ANY VERBAL OR
WRITTEN STATEMENTS, REPRESENTATIONS, APPRAISALS, ENVIRONMENTAL SITE ASSESSMENTS
OR OTHER INFORMATION PERTAINING TO THE PROPERTIES OR THE OPERATION THEREOF,
FURNISHED BY ANY OF THE SELLERS, ANY SELLER'S PROPERTY MANAGER, ANY SELLER'S
RESPECTIVE REPRESENTATIVES OR ANY OTHER PERSON ACTING ON BEHALF OF ANY OR ALL OF
THE SELLERS, EXCEPT AS SET FORTH IN THIS AGREEMENT OR IN THE SELLERS' CLOSING
DOCUMENTS.
49
SECTION 7.5
Examination; No Contingencies.
(a)
IN ENTERING INTO THIS AGREEMENT, PURCHASER HAS NOT BEEN INDUCED BY
AND HAS NOT RELIED UPON ANY WRITTEN OR ORAL REPRESENTATIONS, WARRANTIES OR
STATEMENTS, WHETHER EXPRESS OR IMPLIED, MADE BY ANY OF THE SELLERS, OR ANY
AFFILIATE, AGENT, EMPLOYEE, OR OTHER REPRESENTATIVE OF ANY OF THE SELLERS, OR BY
ANY BROKER OR ANY OTHER PERSON REPRESENTING OR PURPORTING TO REPRESENT ANY OF
THE SELLERS WITH RESPECT TO THE PROPERTIES, THE CONDITION OF THE PROPERTIES OR
ANY OTHER MATTER AFFECTING OR RELATING TO THE TRANSACTIONS CONTEMPLATED HEREBY,
OTHER THAN THOSE EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN THE SELLERS'
CLOSING DOCUMENTS. PURCHASER'S OBLIGATIONS UNDER THIS AGREEMENT SHALL NOT BE
SUBJECT TO ANY CONTINGENCIES, DILIGENCE OR CONDITIONS EXCEPT AS EXPRESSLY SET
FORTH IN THIS AGREEMENT. DURING ITS DUE DILIGENCE PERIOD AND PURSUANT TO THE
TERMS OF THIS AGREEMENT, PURCHASER IS ENCOURAGED TO CONDUCT AN INDEPENDENT
INVESTIGATION AND INSPECTION OF THE PROPERTIES, UTILIZING SUCH EXPERTS AS
PURCHASER DEEMS TO BE NECESSARY FOR AN INDEPENDENT ASSESSMENT OF THE
IMPROVEMENTS AND EQUIPMENT USED IN THE OPERATION OF THE PROPERTIES, AND
COMPLIANCE OF THE PROPERTIES (INCLUDING SPECIFICALLY THE IMPROVEMENTS) WITH
APPLICABLE LAWS, INCLUDING THE FEDERAL AMERICANS WITH DISABILITIES ACT, THE
TEXAS ARCHITECTURAL BARRIERS ACT, AND/OR APPLICABLE ENVIRONMENTAL LAWS.
PURCHASER AGREES THAT THE PROPERTIES WILL BE SOLD AND CONVEYED TO (AND ACCEPTED
BY) PURCHASER AT CLOSING IN THE THEN-EXISTING CONDITION OF THE PROPERTIES, AS
IS, WHERE IS, WITH ALL FAULTS, AND WITHOUT ANY WRITTEN OR VERBAL REPRESENTATIONS
OR WARRANTIES WHATSOEVER, WHETHER EXPRESS OR IMPLIED OR ARISING BY OPERATION OF
LAW, OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN THE SELLERS'
CLOSING DOCUMENTS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EXCEPT AS
SET FORTH IN THIS AGREEMENT OR IN THE SELLERS' CLOSING DOCUMENTS, THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT ARE WITHOUT STATUTORY, EXPRESS OR
IMPLIED WARRANTY, REPRESENTATION, AGREEMENT, STATEMENT OR EXPRESSION OF OPINION
OF OR WITH RESPECT TO THE CONDITION OF THE PROPERTIES OR ANY ASPECT THEREOF,
INCLUDING, WITHOUT LIMITATION, (I) ANY AND ALL STATUTORY, EXPRESS OR IMPLIED
REPRESENTATIONS OR WARRANTIES RELATED TO THE SUITABILITY FOR HABITATION,
MERCHANTABILITY, WORKMANLIKE CONSTRUCTION OR FITNESS FOR USE OR ACCEPTABILITY
FOR THE PURPOSE INTENDED BY PURCHASER OR ANY WARRANTIES OR COVENANTS REFERRED TO
IN SECTION 5.023 OF THE TEXAS PROPERTY CODE (OR ITS SUCCESSORS) OR ANY SIMILAR
STATUTES IN THE STATE OF NORTH CAROLINA WITH RESPECT TO ANY OF THE REAL PROPERTY
OR ITS CONDITION OR THE CONSTRUCTION, PROSPECTS, OPERATIONS OR RESULTS OF
OPERATIONS OF ANY PROPERTY, (II) ANY STATUTORY, EXPRESS OR IMPLIED
REPRESENTATIONS OR WARRANTIES CREATED BY ANY AFFIRMATION OF FACT OR PROMISE, BY
ANY DESCRIPTION OF THE