"AS IS, WHERE IS,
WITH ALL FAULTS", EXCEPT TO THE EXTENT EXPRESSLY PROVIDED IN THE SELLER
REPRESENTATIONS. PURCHASER HAS NOT RELIED AND WILL NOT RELY
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ON, AND NO SELLER ENTITY SHALL BE LIABLE FOR OR BOUND BY, ANY EXPRESSED OR
IMPLIED WARRANTIES, GUARANTIES, STATEMENTS, REPRESENTATIONS OR INFORMATION
PERTAINING TO THE PROPERTIES OR RELATING THERETO (INCLUDING SPECIFICALLY,
WITHOUT LIMITATION, DUE DILIGENCE INFORMATION PACKAGES DISTRIBUTED WITH RESPECT
TO THE PROPERTIES) MADE OR FURNISHED BY SELLERS, THE PROPERTY MANAGER, BROKER OR
ANY OTHER PERSON REPRESENTING OR PURPORTING TO REPRESENT SELLERS, TO WHOMEVER
MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, UNLESS SPECIFICALLY
SET FORTH IN THE SELLER REPRESENTATIONS. PURCHASER REPRESENTS TO SELLERS THAT
PURCHASER HAS CONDUCTED, OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS
OF THE PROPERTIES, INCLUDING BUT NOT LIMITED TO, THE PHYSICAL AND ENVIRONMENTAL
CONDITIONS THEREOF, AS PURCHASER DEEMS NECESSARY TO SATISFY ITSELF AS TO THE
CONDITION OF THE PROPERTIES AND THE EXISTENCE OR NONEXISTENCE OR CURATIVE ACTION
TO BE TAKEN WITH 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 SELLERS OR ITS AGENTS OR EMPLOYEES WITH RESPECT
THERETO. UPON CLOSING, PURCHASER SHALL ACQUIRE THE PROPERTIES SUBJECT TO THE
RISK THAT ADVERSE MATTERS, INCLUDING BUT NOT LIMITED TO, CONSTRUCTION DEFECTS
AND ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS, MAY NOT HAVE BEEN REVEALED BY
PURCHASER'S INVESTIGATIONS, AND PURCHASER, UPON CLOSING, SHALL BE DEEMED TO HAVE
WAIVED, RELINQUISHED AND RELEASED ALL OF THE SELLER ENTITIES (AND THE OFFICERS,
DIRECTORS, MEMBERS, SHAREHOLDERS, EMPLOYEES AND AGENTS OF EACH SELLER ENTITY)
FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION (INCLUDING CAUSES
OF ACTION IN TORT), LOSSES, DAMAGES, LIABILITIES, COSTS AND EXPENSES (INCLUDING
REASONABLE ATTORNEYS' FEES AND COURT COSTS) OF ANY AND EVERY KIND OR CHARACTER,
KNOWN OR UNKNOWN, WHICH PURCHASER MIGHT HAVE ASSERTED OR ALLEGED AGAINST ANY
SELLER ENTITY (OR ANY OF THE OFFICERS, DIRECTORS, MEMBERS, SHAREHOLDERS,
EMPLOYEES AND AGENTS OF ANY SELLER ENTITY) OR PROPERTY MANAGER AT ANY TIME BY
REASON OF OR ARISING OUT OF ANY LATENT OR PATENT CONSTRUCTION DEFECTS OR
PHYSICAL CONDITIONS, VIOLATIONS OF ANY APPLICABLE LAWS (INCLUDING, WITHOUT
LIMITATION, ANY ENVIRONMENTAL LAWS). PURCHASER AGREES THAT SHOULD ANY CLEANUP,
REMEDIATION OR REMOVAL OF HAZARDOUS MATERIALS OR OTHER ENVIRONMENTAL CONDITIONS
ON THE PROPERTIES BE REQUIRED AFTER THE CLOSING DATE, PURCHASER HEREBY WAIVES
ANY RIGHT TO PURSUE ANY ACTION AGAINST ANY OF THE SELLER ENTITIES (OR ANY OF THE
OFFICERS, DIRECTORS, MEMBERS, SHAREHOLDERS, EMPLOYEES AND AGENTS OF ANY SELLER
ENTITY) WITH RESPECT TO SUCH CLEAN-UP, REMOVAL OR REMEDIATION.
9.3 Effect and Survival of Disclaimers. Sellers and Purchaser acknowledge that
the compensation to be paid to Sellers for the Properties has been decreased to
take into account that the Properties are being sold subject to the provisions
of this ARTICLE IX. Sellers and Purchaser agree that the provisions of this
ARTICLE IX shall survive Closing.
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ARTICLE X
MISCELLANEOUS
10.1 Confidentiality. All information acquired by Purchaser