BY THE
EXECUTION AND DELIVERY OF THIS AGREEMENT, AND SELLER SHALL NOT, BY THE EXECUTION
AND DELIVERY OF ANY DOCUMENT OR INSTRUMENT EXECUTED AND DELIVERED IN CONNECTION
WITH THE CLOSING, MAKE ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, OF
ANY KIND OR NATURE WHATSOEVER, WITH RESPECT TO THE PROPERTY, AND ALL SUCH
WARRANTIES ARE HEREBY DISCLAIMED.
5.2.2
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, OTHER THAN THE
EXPRESS REPRESENTATIONS, SELLER MAKES, AND SHALL MAKE, NO EXPRESS OR IMPLIED
WARRANTY AS TO MATTERS OF TITLE, ZONING, ACREAGE, TAX CONSEQUENCES, PHYSICAL OR
ENVIRONMENTAL CONDITION (INCLUDING, WITHOUT LIMITATION, LAWS, RULES,
REGULATIONS, ORDERS AND
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REQUIREMENTS PERTAINING TO THE USE, HANDLING, GENERATION, TREATMENT, STORAGE OR
DISPOSAL OF ANY TOXIC OR HAZARDOUS WASTE OR TOXIC, HAZARDOUS OR REGULATED
SUBSTANCE), VALUATION, GOVERNMENTAL APPROVALS, GOVERNMENTAL REGULATIONS OR ANY
OTHER MATTER OR THING RELATING TO OR AFFECTING THE PROPERTY (COLLECTIVELY, THE
"DISCLAIMED MATTERS").
5.2.3
NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH IN THIS AGREEMENT,
BUT SUBJECT TO THE EXPRESS REPRESENTATIONS AND SELLER'S OBLIGATIONS SET FORTH IN
SECTION 7.1 OF THIS AGREEMENT, AND SUBJECT TO ARTICLE 10 HEREOF, THE PROPERTY,
INCLUDING WITHOUT LIMITATION THE ROOFS, ALL STRUCTURAL COMPONENTS, ALL HEATING,
VENTILATING, AIR CONDITIONING, MECHANICAL, PLUMBING, AND ELECTRICAL SYSTEMS,
FIRE AND LIFE SAFETY AND ALL OTHER PARTS OF THE IMPROVEMENTS CONSTITUTING A
PORTION OF THE PROPERTY, SHALL BE CONVEYED TO PURCHASER, AND PURCHASER SHALL
ACCEPT SAME, IN THEIR "AS IS" "WHERE IS" CONDITION ON THE CLOSING DATE, "WITH
ALL FAULTS" AND "SUBJECT TO ALL DEFECTS (LATENT AND APPARENT)." PURCHASER
ACKNOWLEDGES THAT SELLER'S WILLINGNESS TO SELL THE PROPERTY TO PURCHASER AT THE
PURCHASE PRICE HAS BEEN INDUCED, IN PART, BY THE AGREEMENT OF PURCHASER TO
PURCHASE THE IMPROVEMENTS AND THE PERSONAL PROPERTY IN SUCH "AS IS" CONDITION.
PURCHASER REPRESENTS AND WARRANTS THAT PURCHASER IS A KNOWLEDGEABLE, EXPERIENCED
AND SOPHISTICATED BUYER OF MULTI-FAMILY REAL ESTATE AND THAT PURCHASER HAS
RELIED AND SHALL RELY SOLELY ON (i) PURCHASER'S OWN EXPERTISE AND THAT OF
PURCHASER'S CONSULTANTS IN PURCHASING THE PROPERTY; (ii) PURCHASER'S OWN
KNOWLEDGE OF THE PROPERTY BASED ON PURCHASER'S INVESTIGATIONS AND INSPECTIONS OF
THE PROPERTY; AND (iii) THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY MADE BY
SELLER IN SECTION 6.1 OF THIS AGREEMENT AND IN THE DEED AND OTHER CONVEYANCE
DOCUMENTS DELIVERED AT CLOSING. BY THE CLOSING DATE, PURCHASER WILL HAVE
CONDUCTED SUCH INSPECTIONS AND INVESTIGATIONS OF THE PROPERTY AS PURCHASER DEEMS
NECESSARY, INCLUDING THE PHYSICAL AND ENVIRONMENTAL CONDITIONS THEREOF, AND
SHALL RELY UPON THE SAME. PURCHASER ACKNOWLEDGES AND AGREES THAT THERE ARE NO
ORAL AGREEMENTS, WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE PROPERTY MADE
BY SELLER (OTHER THAN THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY MADE BY
SELLER IN SECTION 6.1 OF THIS AGREEMENT AND IN THE DEED AND OTHER CONVEYANCE
DOCUMENTS DELIVERED AT CLOSING). PURCHASER HEREBY ACKNOWLEDGES,
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REPRESENTS AND WARRANTS THAT IT IS NOT IN A DISPARATE BARGAINING POSITION WITH
RESPECT TO SELLER IN CONNECTION WITH THE TRANSACTION CONTEMPLATED HEREBY, THAT
PURCHASER FREELY AND FAIRLY AGREED TO THE WAIVERS AND CONDITIONS OF THIS
SECTION 5.2 AS PART OF THE NEGOTIATIONS