OTHERWISE, OF ANY KIND OR NATURE WHATSOEVER WITH RESPECT TO
THE PROPERTY OR AS TO, CONCERNING OR WITH RESPECT TO (A) THE VALUE, NATURE,
QUANTITY, QUALITY OR CONDITION OF THE PROPERTY, (B) THE INCOME TO BE DERIVED
FROM THE PROPERTY, (C) THE SUITABILITY OF THE PROPERTY FOR ANY OR ALL ACTIVITIES
AND USES THAT PURCHASER MAY CONDUCT THEREON, (D) THE COMPLIANCE OF OR BY THE
PROPERTY OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY
APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, (E) THE STATUS OF TITLE TO THE
PROPERTY, (F) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE
PROPERTY, (G) THE ZONING OF THE PROPERTY, (H) THE STATUS OR CONTENT OF ANY
PLANS, PERMITS, SURVEYS, OR OTHER DOCUMENTS RELATING TO THE PROPERTY, (I) THE
CONTENT, COMPLETENESS OR ACCURACY OF THE TITLE COMMITMENT OR THE DUE DILIGENCE
MATERIALS FURNISHED TO (OR TO BE FURNISHED TO) OR OBTAINED BY (OR TO BE OBTAINED
BY) PURCHASER; (J) THE CONFORMITY OF THE IMPROVEMENTS TO ANY PLANS OR
SPECIFICATIONS FOR THE PROPERTY, INCLUDING WITHOUT LIMITATION ANY PLANS AND
SPECIFICATIONS THAT MAY HAVE BEEN OR MAY BE PROVIDED TO PURCHASER; (K) THE
CONFORMITY OF THE PROPERTY TO PAST, CURRENT OR FUTURE APPLICABLE ZONING OR
BUILDING REQUIREMENTS; OR (L) ANY OTHER ASPECT OR COMPONENT OF THE PROPERTY.
WITHOUT LIMITING THE FOREGOING, PURCHASER HEREBY ACKNOWLEDGES THAT IT
UNDERSTANDS AND AGREES THAT SELLER MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS
OR WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, SUITABILITY, HABITABILITY,
AND/OR MERCHANTABILITY WITH RESPECT TO THE PROPERTY OR ANY ASPECT OR CONDITION
THEREOF. PURCHASER HEREBY AGREES THAT SELLER IS NOT LIABLE OR BOUND BY ANY
GUARANTEES, PROMISES, STATEMENTS, REPRESENTATIONS, OR INFORMATION PERTAINING TO
THE PROPERTY MADE OR FURNISHED BY ANY REAL ESTATE AGENT, BROKER, EMPLOYEE,
SERVANT OR OTHER PERSON REPRESENTING OR PURPORTING TO REPRESENT SELLER'S
INTERESTS, EXCEPT AS EXPRESSLY SET FORTH IN SECTION 6 ABOVE. PURCHASER FURTHER
ACKNOWLEDGES THAT PURCHASER IS RELYING SOLELY ON ITS OWN INSPECTIONS AND
INVESTIGATIONS WITH RESPECT TO ALL MATTERS REGARDING THE PROPERTY AND ALL
ASPECTS AND COMPONENTS THEREOF.
EXCEPT TO THE EXTENT SELLER BREACHES ANY OF ITS REPRESENTATIONS OR WARRANTIES
UNDER THIS AGREEMENT, PURCHASER, ITS SUCCESSORS AND ASSIGNS HEREBY WAIVE,
RELEASE AND AGREE NOT TO MAKE OR BRING ANY CLAIMS, SUITS OR ACTIONS (INCLUDING
WITHOUT LIMITATION ANY CLAIMS,
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SUITS OR ACTIONS FOR CONTRIBUTION) AGAINST SELLER, OR SELLER'S AFFILIATES,
SUCCESSORS OR ASSIGNS, WITH RESPECT TO ANY MATTERS PERTAINING TO THE PROPERTY OR
ANY CONDITION OR ASPECT THEREOF.
8. Purchaser's Representations and Warranties. Purchaser hereby represents and
warrants to Seller that the following statements are, and as of the Closing Date
will be, true and correct in all material respects:
(a) Due Organization: As of the Effective Date, Purchaser is a limited
partnership duly organized and validly existing under the Laws of the State of
Delaware. If Purchaser assigns this Agreement pursuant to Section 22 below at or
prior to Closing, the assignee will be an entity duly organized, validly
existing and in good standing under its