Except as specifically set forth in this
Agreement and the documents (collectively, the "Seller Closing Documents") to be
executed by Sellers or any "Seller Party" (as hereinafter defined) pursuant to
Section 5.2.1, but excluding the deliveries required under Section 5.2.1(i):
(a) BUYER ACKNOWLEDGES AND AGREES THAT:
(i) IT IS PURCHASING THE PROJECT ASSETS BASED UPON BUYER'S INSPECTION AND
INVESTIGATION OF THE PROJECT ASSETS AND ALL DOCUMENTS RELATED THERETO, OR ITS
OPPORTUNITY TO DO SO, AND BUYER IS PURCHASING THE PROJECT ASSETS IN AN "AS IS,
WHERE IS" CONDITION, WITHOUT RELYING UPON ANY REPRESENTATIONS OR WARRANTIES OF
ANY SELLER, EXPRESS, IMPLIED OR STATUTORY, OF ANY KIND;
(ii) WITHOUT LIMITING THE ABOVE, NEITHER SELLERS NOR ANY OTHER PARTY HAS MADE
ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, ON WHICH BUYER IS RELYING
AS TO ANY MATTERS, DIRECTLY OR INDIRECTLY, CONCERNING THE PROJECT ASSETS,
INCLUDING THE LAND, THE SQUARE FOOTAGE OF THE PROJECT ASSETS, IMPROVEMENTS AND
INFRASTRUCTURE, IF ANY, EXPENSES ASSOCIATED WITH THE PROJECT ASSETS, TAXES,
ASSESSMENTS, BONDS, PERMISSIBLE USES, TITLE EXCEPTIONS, UTILITIES, ENVIRONMENTAL
OR BUILDING LAWS, RULES OR REGULATIONS, HAZARDOUS MATERIAL OR ANY OTHER MATTERS
AFFECTING OR RELATING TO THE PROJECT ASSETS); AND
(iii) THE CLOSING OF THE PURCHASE OF THE PROJECT ASSETS BY BUYER HEREUNDER SHALL
BE CONCLUSIVE EVIDENCE THAT (A) BUYER HAS FULLY AND COMPLETELY INSPECTED (OR HAS
CAUSED TO BE FULLY AND COMPLETELY INSPECTED) THE PROJECT ASSETS, AND (B) BUYER
ACCEPTS THE PROJECT ASSETS AS BEING IN GOOD AND SATISFACTORY CONDITION AND
SUITABLE FOR BUYER'S PURPOSES.
(b) BUYER ACKNOWLEDGES AND AGREES THAT:
(i) IT SHALL PERFORM AND RELY SOLELY UPON ITS OWN INVESTIGATION CONCERNING ITS
INTENDED USE OF THE PROJECT ASSETS, EACH PROJECT ASSET'S FITNESS THEREFORE, AND
THE AVAILABILITY OF SUCH INTENDED USE UNDER APPLICABLE LAWS; AND
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(ii) WITHOUT LIMITING THE PROVISIONS OF SUBSECTION (a) ABOVE, SELLERS'
COOPERATION WITH BUYER IN CONNECTION WITH BUYER'S DUE DILIGENCE REVIEW OF THE
PROJECT ASSETS, WHETHER BY PROVIDING ANY PRELIMINARY TITLE REPORTS, ANY SURVEYS,
THE ENVIRONMENTAL REPORTS, OR THE PROJECT DOCUMENTS, OR PERMITTING INSPECTION OF
THE PROJECT ASSETS AND ACCESS TO THE NON-SELLING MEMBER AND OTHER THIRD PARTIES,
SHALL NOT BE CONSTRUED AS ANY WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, OF
ANY KIND WITH RESPECT TO ANY OF THE PROJECT ASSETS, OR WITH RESPECT TO THE
ACCURACY, COMPLETENESS, OR RELEVANCY OF ANY SUCH DOCUMENTS, MATERIALS OR
INFORMATION.
(c) Without limiting any other disclaimer or release of each Applicable Seller's
liability under this Agreement, no Applicable Seller or Seller Party shall have
(and neither Buyer nor any Affiliate of Buyer shall have with respect to the
materials and documents delivered pursuant to Section 4.2.4) any liability,
obligation or responsibility of any kind with respect to any of the following:
(i) the content or accuracy of any report, sample, result, study, opinion or
conclusion of any person or entity who has examined the Land or the Improvements
or the Project Assets or any aspect thereof;
(ii) the content or accuracy of any information disclosed to Buyer by any
consultant, former employee, engineer (including