expressly disclaims any intent to rely on any such materials provided to it by
the Sellers in connection with its inspection and agrees that it shall rely
solely on its own independently developed or verified information.
4.2.8. The obligations of Purchaser under this Section 4.2 (including its
indemnification obligations) shall survive Closing or the termination of this
Agreement indefinitely.
17
4.3 Condition of the Property.
(a) BY ENTERING INTO THIS AGREEMENT, PURCHASER REPRESENTS AND WARRANTS THAT IT
HAS PERFORMED OR WILL PERFORM PRIOR TO CLOSING (AND PURCHASER REPRESENTS AND
WARRANTS TO THE SELLERS THAT PURCHASER IS CAPABLE OF PERFORMING) AN INDEPENDENT
INVESTIGATION, ANALYSIS AND EVALUATION OF EACH OF THE PROPERTIES. PRIOR TO THE
CLOSING DATE, PURCHASER WILL HAVE CONDUCTED ITS OWN THOROUGH AND INDEPENDENT
INSPECTION, INVESTIGATION, ANALYSIS AND EVALUATION OF ALL INSTRUMENTS, RECORDS
AND DOCUMENTS WHICH PURCHASER DETERMINES TO BE APPROPRIATE OR ADVISABLE TO
REVIEW IN CONNECTION WITH PURCHASER'S ACQUISITION OF EACH OF THE PROPERTIES AND
THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND PURCHASER HAS DETERMINED,
SUBJECT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, THAT EACH OF THE
PROPERTIES IS ACCEPTABLE TO PURCHASER.
(b) PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT PURCHASER HAS SUBSTANTIAL
EXPERIENCE WITH REAL PROPERTY AND ITS OPERATIONS, IS A SOPHISTICATED REAL ESTATE
INVESTOR AND THAT PURCHASER WILL ACQUIRE EACH OF THE PROPERTIES IN "AS IS, WHERE
IS, WITH ALL FAULTS" CONDITION, AND SOLELY IN RELIANCE ON PURCHASER'S OWN
INSPECTION AND EXAMINATION AND THE SELLERS' REPRESENTATIONS AND WARRANTIES
EXPRESSLY CONTAINED HEREIN OR IN ANY CLOSING DOCUMENTS.
(c) EXCEPT AS TO THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN
THIS AGREEMENT OR IN ANY CLOSING DOCUMENT, IT IS EXPRESSLY UNDERSTOOD AND AGREED
THAT NONE OF THE SELLERS MAKES AND HAS NOT MADE AT ANY TIME ANY REPRESENTATIONS,
WARRANTIES OR GUARANTIES OF ANY KIND, NATURE OR CHARACTER, EXPRESS OR IMPLIED,
WITH RESPECT TO THE PHYSICAL CONDITION, PAST, PRESENT OR FUTURE OPERATION AND/OR
PERFORMANCE, OR VALUE, OF ANY PROPERTY AND THAT THE SELLERS CONVEY ALL OF THE
PROPERTIES TO PURCHASER "AS IS AND WHERE IS, WITH ALL FAULTS," AND PURCHASER
ACKNOWLEDGES THAT NONE OF THE SELLERS MAKES ANY REPRESENTATIONS, GUARANTIES OR
WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED, AS TO THE QUALITY, CHARACTER, EXTENT,
PERFORMANCE, CONDITION OR SUITABILITY OF ANY OF THE PROPERTIES FOR ANY PURPOSE
INCLUDING, WITHOUT LIMITATION, AS TO FITNESS FOR ANY PARTICULAR PURPOSE,
MERCHANTABILITY, DESIGN, QUALITY, CONDITION, OPERATION OR INCOME, COMPLIANCE
WITH DRAWINGS OR SPECIFICATIONS, ABSENCE OF DEFECTS, ABSENCE OF HAZARDOUS OR
TOXIC MATERIALS OR SUBSTANCES, ABSENCE OF FAULTS, FLOODING OR COMPLIANCE WITH
LAWS AND REGULATIONS.
(d) PURCHASER'S INSPECTION, INVESTIGATION AND SURVEY OF THE PROPERTIES AND THE
REPRESENTATIONS AND WARRANTIES BY SELLER SET FORTH HEREIN OR IN ANY CLOSING
DOCUMENTS SHALL BE IN LIEU OF ANY NOTICE OR DISCLOSURE REQUIRED BY ANY
APPLICABLE HEALTH AND SAFETY CODE, OR BY ANY OTHER PROVISION OF APPLICABLE LAW,
RULE OR REGULATION, INCLUDING, WITHOUT LIMITATION, LAWS REQUIRING DISCLOSURE BY
THE SELLERS OF FLOOD, FIRE, MOLD, SEISMIC HAZARDS, LEAD PAINT, LANDSLIDE AND
LIQUEFACTION, OTHER GEOLOGICAL HAZARDS, RAILROAD AND OTHER UTILITY ACCESS, SOIL
CONDITIONS