PRIOR TO CLOSING,
PURCHASER WILL HAVE MADE ITS INDEPENDENT INVESTIGATION AND EXAMINATION OF THE
PROPERTY AND CONDITIONS ASSOCIATED THEREWITH IN ORDER TO BECOME FAMILIAR WITH
THE CONDITION THEREOF, OR HAD THE OPPORTUNITY TO DO SO. EXCEPT AS EXPRESSLY SET
FORTH IN THIS AGREEMENT AND/OR IN THE DOCUMENTS TO BE EXECUTED AT CLOSING, IT IS
UNDERSTOOD AND AGREED THAT NEITHER SELLER, NOR ANY PERSON ACTING ON BEHALF OF
SELLER, NOR ANY PERSON OR ENTITY WHICH PREPARED OR PROVIDED ANY OF THE MATERIALS
REVIEWED BY PURCHASER IN CONDUCTING ITS DUE DILIGENCE, NOR ANY DIRECT OR
INDIRECT OFFICER, DIRECTOR, PARTNER, MEMBER, SHAREHOLDER, TRUSTEE, BENEFICIARY,
EMPLOYEE, AGENT, PROPERTY MANAGER (OR EMPLOYEE THEREOF), REPRESENTATIVE,
ACCOUNTANT, ADVISOR, ATTORNEY, PRINCIPAL, AFFILIATE, CONSULTANT, CONTRACTOR,
SUCCESSOR OR ASSIGN OF ANY OF THE FOREGOING PARTIES (SELLER, AND ALL OF THE
OTHER PARTIES DESCRIBED IN THE PRECEDING PORTIONS OF THIS SENTENCE SHALL BE
REFERRED TO HEREIN COLLECTIVELY AS THE "EXCULPATED PARTIES") IS MAKING AND HAS
NOT AT ANY TIME MADE ANY ORAL OR WRITTEN WARRANTIES OR REPRESENTATIONS OF ANY
KIND OR CHARACTER, EXPRESSED OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE, WITH
RESPECT TO THE PROPERTY (INCLUDING, WITHOUT LIMITATION, THE IMPROVEMENTS),
INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OR REPRESENTATIONS AS TO
HABITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE (OTHER
THAN SELLER'S LIMITED WARRANTY OF TITLE SET FORTH IN THE DEED), INCOME DERIVED
FROM THE PROPERTY, PHYSICAL CONDITION, THE STRUCTURAL INTEGRITY OF ANY
IMPROVEMENTS, THE CONFORMITY OF THE IMPROVEMENTS TO ANY PLANS OR SPECIFICATIONS
FOR THE PREMISES (INCLUDING, BUT NOT LIMITED TO ANY PLANS AND SPECIFICATIONS
THAT MAY HAVE BEEN OR WHICH MAY BE PROVIDED TO PURCHASER), ZONING OR BUILDING
CODE REQUIREMENTS, GOVERNMENTAL APPROVALS, THE COMPLIANCE OF THE PROPERTY WITH
GOVERNMENTAL LAWS (INCLUDING, WITHOUT LIMITATION, ACCESSIBILITY FOR HANDICAPPED
PERSONS), SOIL CONDITIONS, LATENT OR PATENT PHYSICAL OR ENVIRONMENTAL
CONDITIONS, THE SUFFICIENCY OF ANY UNDERSHORING, THE SUFFICIENCY OF ANY
DRAINAGE, WHETHER THE PREMISES IS LOCATED WHOLLY OR PARTIALLY IN ANY FLOOD PLAIN
OR FLOOD HAZARD BOUNDARY OR SIMILAR AREA, THE EXISTENCE OR NON-EXISTENCE OF
UNDERGROUND STORAGE TANKS, ANY OTHER MATTER AFFECTING THE STABILITY OR INTEGRITY
OF THE LAND OR THE IMPROVEMENTS, THE AVAILABILITY OF PUBLIC UTILITIES AND
SERVICES FOR THE PREMISES, THE FITNESS OR SUITABILITY OF THE PROPERTY FOR ANY
INTENDED USE, THE POTENTIAL FOR FURTHER DEVELOPMENT OF THE PROPERTY, OR THE
EXISTENCE OF VESTED LAND USE, ZONING OR BUILDING ENTITLEMENTS AFFECTING THE
PREMISES, OR ANY OTHER MATTER OR THING WHATSOEVER REGARDING THE PROPERTY.
PURCHASER FURTHER ACKNOWLEDGES THAT IT HAS INSPECTED, OR HAD THE OPPORTUNITY TO
INSPECT, THE CONSTRUCTION OF IMPROVEMENTS AT THE PROPERTY AND THAT THE
EXCULPATED PARTIES
20
MAKE NO REPRESENTATION OR WARRANTY WHATSOEVER WITH RESPECT TO THE STATUS OR
QUALITY OF THE CONSTRUCTION WORK OR ANY MATTERS RELATED THERETO. PURCHASER
FURTHER ACKNOWLEDGES THAT, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT
AND/OR IN THE DOCUMENTS TO BE EXECUTED AT CLOSING, (I) ALL MATERIALS WHICH HAVE
BEEN PROVIDED BY ANY OF THE EXCULPATED PARTIES HAVE BEEN PROVIDED WITHOUT ANY
WARRANTY OR REPRESENTATION, EXPRESSED OR IMPLIED AS TO THEIR CONTENT,