to the Property
which is delivered by Seller to Purchaser shall be for general informational
purposes only, (b) Purchaser shall not have any right to rely on any such report
delivered by Seller to Purchaser, but rather will rely on its own inspections
and investigations of the Property and any reports commissioned by Purchaser
with respect thereto, and (c) neither Seller, any affiliate of Seller, any
Seller Parties nor the person or entity which prepared any such report delivered
by Seller to Purchaser shall have any liability to Purchaser for any inaccuracy
in or omission from any such report.
9.2
DISCLAIMERS.
(a)
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN THE CLOSING
DOCUMENTS, IT IS UNDERSTOOD AND AGREED THAT NEITHER SELLER NOR THE SELLER
PARTIES HAVE AT ANY TIME MADE AND ARE NOT NOW MAKING, AND THEY SPECIFICALLY
DISCLAIM ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EXPRESSED
OR IMPLIED, WITH RESPECT TO THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, ANY
WARRANTIES OR REPRESENTATIONS AS TO (I) HABITABILITY, (II) MERCHANTABILITY,
(III) FITNESS FOR A PARTICULAR PURPOSE, (IV) TITLE (OTHER THAN SELLER'S LIMITED
WARRANTY OF TITLE TO BE SET FORTH IN THE DEED AND AS OTHERWISE SET FORTH
HEREIN), (V) ZONING, (VI) TAX CONSEQUENCES, (VII) LATENT OR PATENT PHYSICAL OR
ENVIRONMENTAL CONDITION, (VIII) GEOLOGICAL CONDITIONS, INCLUDING, WITHOUT
LIMITATION, SUBSIDENCE, SUBSURFACE CONDITIONS, WATER TABLE, UNDERGROUND WATER
RESERVOIRS, LIMITATIONS REGARDING THE WITHDRAWAL OF WATER, AND GEOLOGIC FAULTS
AND THE RESULTING DAMAGE OF PAST AND/OR FUTURE FAULTING, (IX) USAGES OF
ADJOINING PROPERTY, (X) ACCESS TO THE LAND OR IMPROVEMENTS OR ANY PORTION
THEREOF, (XI) THE EXISTENCE OR NON-EXISTENCE OF UNDERGROUND STORAGE TANKS,
SURFACE IMPOUNDMENTS, OR LANDFILLS (EXCEPT AS OTHERWISE PROVIDED IN THIS
AGREEMENT), (XII) ANY OTHER MATTER AFFECTING THE STABILITY AND INTEGRITY OF THE
LAND OR IMPROVEMENTS, (XIII) THE POTENTIAL FOR FURTHER DEVELOPMENT OF THE LAND
OR IMPROVEMENTS, (XIV) UTILITIES, (XV) OPERATING HISTORY OR PROJECTIONS,
(XVI) VALUATION, (XVII) GOVERNMENTAL APPROVALS, (XVIII) THE COMPLIANCE OF THE
PROPERTY WITH LAWS, (XIX) THE TRUTH, ACCURACY OR COMPLETENESS OF THE PROPERTY
DOCUMENTS OR ANY OTHER INFORMATION PROVIDED BY OR ON BEHALF OF SELLER TO
PURCHASER, (XX) THE MAINTENANCE, REPAIR, CONDITION OR DESIGN OF THE PROPERTY,
(XXI) ANY MATTER REGARDING TERMITES, OR (XXII) ANY OTHER MATTER OR THING
REGARDING THE PROPERTY.
(b)
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN THE CLOSING
DOCUMENTS, PURCHASER ACKNOWLEDGES AND AGREES THAT
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UPON CLOSING, SELLER SHALL SELL AND CONVEY TO PURCHASER AND PURCHASER SHALL
ACCEPT THE PROPERTY AND RESPONSIBILITY AND LIABILITY FOR THE PROPERTY IN ITS "AS
IS," "WHERE IS" CONDITION "WITH ALL DEFECTS" AND "WITH ALL FAULTS," WHETHER ANY
CONDITION OR FAULT EXISTED PRIOR TO THE CLOSING. PURCHASER ACKNOWLEDGES THAT IT
WILL BE ACQUIRING THE PROPERTY ON THE BASIS OF ITS OWN INVESTIGATIONS. EXCEPT TO
THE EXTENT EXPRESSLY PROVIDED OTHERWISE IN THIS AGREEMENT OR IN THE CLOSING
DOCUMENTS, PURCHASER HAS NOT RELIED AND WILL NOT RELY ON, AND SELLER IS NOT
LIABLE FOR OR BOUND BY, ANY EXPRESSED OR IMPLIED WARRANTIES, GUARANTIES,
STATEMENTS,