OTHER THAN AS ARE EXPRESSLY SET FORTH AND STIPULATED IN THIS
AGREEMENT.
WITHOUT IN ANY MANNER LIMITING THE GENERALITY OF THE FOREGOING,
BUYER ACKNOWLEDGES THAT IT AND ITS REPRESENTATIVES HAVE FULLY INSPECTED THE
PROPERTY OR WILL BE PROVIDED WITH AN ADEQUATE OPPORTUNITY TO DO SO, ARE OR WILL
BE FULLY FAMILIAR WITH THE FINANCIAL AND PHYSICAL (INCLUDING, WITHOUT
LIMITATION, ENVIRONMENTAL) CONDITION THEREOF, AND THAT THE PROPERTY HAS BEEN
PURCHASED BY BUYER IN AN "AS IS" AND "WHERE IS" CONDITION AND WITH ALL EXISTING
DEFECTS (PATENT AND LATENT) AS A RESULT OF SUCH INSPECTIONS AND INVESTIGATIONS
AND NOT IN RELIANCE ON ANY AGREEMENT, UNDERSTANDING, CONDITION, WARRANTY
(INCLUDING, WITHOUT LIMITATION, WARRANTIES OF HABITABILITY, MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE) OR REPRESENTATION MADE BY SELLER OR ANY AGENT,
EMPLOYEE, MEMBER, OFFICER OR PRINCIPAL OF SELLER OR ANY OTHER PARTY (EXCEPT AS
OTHERWISE EXPRESSLY ELSEWHERE PROVIDED IN THIS AGREEMENT AND SUBJECT TO THE
LIMITED WARRANTIES OF TITLE SET FORTH IN THE DEED) AS TO THE FINANCIAL OR
PHYSICAL (INCLUDING, WITHOUT LIMITATION, ENVIRONMENTAL) CONDITION OF THE
PROPERTY, OR AS TO ANY OTHER MATTER WHATSOEVER WITH RESPECT TO THE PROPERTY,
INCLUDING WITHOUT LIMITATION AS TO ANY PERMITTED USE THEREOF, THE ZONING
CLASSIFICATION THEREOF OR COMPLIANCE THEREOF WITH FEDERAL, STATE OR LOCAL LAWS,
AS TO THE INCOME OR EXPENSE IN CONNECTION THEREWITH, OR AS TO ANY OTHER MATTER
IN CONNECTION THEREWITH.
BUYER ACKNOWLEDGES THAT, EXCEPT AS OTHERWISE EXPRESSLY
ELSEWHERE PROVIDED IN THIS AGREEMENT AND SUBJECT TO THE LIMITED WARRANTIES OF
TITLE SET FORTH IN THE DEED, NEITHER SELLER, NOR ANY AGENT, MEMBER, OFFICER,
EMPLOYEE OR PRINCIPAL OF SELLER NOR ANY OTHER PARTY ACTING ON BEHALF OF SELLER
HAS MADE OR SHALL BE DEEMED TO HAVE MADE ANY AGREEMENT, CONDITION,
REPRESENTATION OR WARRANTY EITHER EXPRESSED OR IMPLIED.
THIS PARAGRAPH SHALL
SURVIVE CLOSING AND DELIVERY OF THE DEED.
18
17.2.
Change of Conditions.
Subject to Seller's obligations under
Section 12 hereof, Buyer shall accept the Property at Closing in the same
condition as the same are as of the Contract Date, as such condition shall have
changed by reason of ordinary wear and tear and natural deterioration and,
subject to Sections 14 and 15 hereof, condemnation or damage by fire or other
casualty.
Without limiting the generality of the foregoing, Buyer specifically
acknowledges that the fact that any portion of the Property may not be in the
same condition at the Closing Date by reason of ordinary wear and tear and
natural deterioration or damage by fire or other casualty, subject to Sections
14 and 15 hereof, shall not relieve Buyer of its obligation to complete Closing
under this Agreement and pay the full Consideration.
Except as provided in
Section 12 hereof, Seller has no obligation to make any repairs or replacements
required by reason of wear and tear and natural deterioration or condemnation or
fire or other casualty, but may, at its option and its cost (including the use
of insurance proceeds as herein provided), make any such repairs and
replacements prior to the Closing Date.