AND ALL
OTHER INFORMATION PERTAINING TO THE PROPERTY. BUYER, MOREOVER, ACKNOWLEDGES (I)
THAT BUYER HAS ENTERED INTO THIS AGREEMENT WITH THE INTENTION OF MAKING AND
RELYING UPON ITS OWN INDEPENDENT INVESTIGATION, INSPECTION, ANALYSIS,
EXAMINATION AND EVALUATION OF THE PHYSICAL, ENVIRONMENTAL, ECONOMIC AND LEGAL
CONDITION OF THE PROPERTY AND ALL OTHER RELEVANT FACTS AND CIRCUMSTANCES AND
(II) THAT, EXCEPT AS SET FORTH IN SECTION 9(a) HEREOF, BUYER IS NOT RELYING UPON
ANY REPRESENTATIONS AND WARRANTIES MADE BY SELLER, SELLER'S AGENTS, BROKERS,
MANAGEMENT AGENT OR ANYONE ELSE ACTING OR CLAIMING TO ACT ON SELLER'S BEHALF
CONCERNING THE PROPERTY (INCLUDING SPECIFICALLY, WITHOUT LIMITATION, OFFERING
PACKAGES DISTRIBUTED WITH RESPECT TO THE PROPERTY). BUYER FURTHER ACKNOWLEDGES
THAT IT HAS NOT RECEIVED FROM SELLER ANY INVESTMENT, ACCOUNTING, TAX, LEGAL,
ENVIRONMENTAL, ARCHITECTURAL, ENGINEERING, PROPERTY MANAGEMENT OR OTHER ADVICE
WITH RESPECT TO THIS TRANSACTION AND IS RELYING SOLELY UPON THE ADVICE OF ITS
OWN INVESTMENT, ACCOUNTING, TAX, LEGAL ENVIRONMENTAL, ARCHITECTURAL,
ENGINEERING, PROPERTY MANAGEMENT AND OTHER ADVISORS. SUBJECT TO THE PROVISIONS
OF SECTION 9(a) OF THIS AGREEMENT, BUYER SHALL ACCEPT THE PROPERTY IN ITS
"AS-IS, WHERE-IS" CONDITION, WITH ALL FAULTS, ON THE CLOSING, AND THAT NO PATENT
OR LATENT DEFECT IN THE PHYSICAL OR ENVIRONMENTAL CONDITION OF THE PROPERTY,
WHETHER OR NOT KNOWN OR DISCOVERED, SHALL AFFECT THE RIGHTS OF EITHER PARTY
HERETO, AND ASSUMES THE RISK THAT ADVERSE PHYSICAL, ENVIRONMENTAL, ECONOMIC OR
LEGAL CONDITIONS MAY NOT HAVE BEEN REVEALED BY ITS INVESTIGATION. BUYER ALSO
ACKNOWLEDGES THAT THE PURCHASE PRICE REFLECTS AND TAKES INTO ACCOUNT THAT THE
PROPERTY IS BEING SOLD "AS-IS."
(b)
EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES PROVIDED BY SELLER IN
SECTION 9(a), BUYER, ON BEHALF OF ITSELF AND THE BUYER'S PARTIES AND THEIR
SUCCESSORS AND ASSIGNS, AND EACH OF THEM, HEREBY RELEASES SELLER AND EACH OF THE
SELLER PARTIES AND THEIR SUCCESSORS AND ASSIGNS FROM AND AGAINST ANY AND ALL
CLAIMS, DEMANDS, CAUSES OF ACTION, OBLIGATIONS, DAMAGES AND LIABILITIES OF ANY
NATURE WHATSOEVER, DIRECTLY OR INDIRECTLY, ARISING OUT OF OR RELATED TO THE
CONDITION OF THE PROPERTY. WITHOUT IN ANY WAY LIMITING ANY PROVISION OF THIS
SECTION 13, BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT IT HEREBY WAIVES,
RELEASES AND DISCHARGES ANY CLAIM IT HAS, MIGHT HAVE HAD OR MAY HAVE AGAINST
SELLER OR ANY OF THE SELLER PARTIES WITH RESPECT TO (i) THE DISCLAIMED MATTERS
DESCRIBED IN SECTION 13(a) ABOVE, (ii) THE CONDITION OF THE PROPERTY, EITHER
PATENT OR LATENT, (iii) THE PAST, PRESENT OR FUTURE CONDITION OR COMPLIANCE OF
THE PROPERTY WITH REGARD TO ANY RULES, REGULATIONS, ORDERS OR REQUIREMENTS,
INCLUDING, WITHOUT LIMITATION, THE COMPREHENSIVE ENVIRONMENTAL RESPONSE,
COMPENSATION AND LIABILITY ACT OF 1980, AND (iv) ANY OTHER STATE OF FACTS THAT
EXISTS WITH RESPECT TO THE PROPERTY.
14
BUYER HEREBY SPECIFICALLY ACKNOWLEDGES THAT BUYER HAS CAREFULLY REVIEWED THIS
SECTION 13 AND DISCUSSED ITS IMPORT WITH LEGAL COUNSEL AND THAT THE PROVISIONS
OF THIS SECTION 13 ARE A MATERIAL PART OF THIS AGREEMENT. THE DISCLAIMER
CONTAINED IN THIS SECTION 13 SHALL NOT MERGE WITH THE TRANSFER OF THE PROPERTY
AND SHALL SURVIVE CLOSING OR ANY