NO, AND SPECIFICALLY DISCLAIM,
AND BUYER HEREBY ACCEPTS AND ACKNOWLEGES THAT SELLER AND SELLER'S RELATED
PARTIES HAVE DISCLAIMED, ANY AND ALL REPRESENTATIONS, GUARANTIES OR WARRANTIES,
EXPRESS OR IMPLIED, OR ARISING BY OPERATION OF LAW OR OTHERWISE (EXCEPT AS
EXPRESSLY SET FORTH HEREIN TO THE CONTRARY), OF OR RELATING TO THE PROPERTY,
INCLUDING WITHOUT LIMITATION, OF OR RELATING TO (i) THE USE, INCOME POTENTIAL,
EXPENSES, OPERATION, CHARACTERISTICS OR CONDITION OF THE PROPERTY OR ANY PORTION
THEREOF, INCLUDING WITHOUT LIMITATION, WARRANTIES OF SUITABILITY, HABITABILITY,
MERCHANTABILITY, TENANTABILITY, DESIGN OR FITNESS FOR ANY SPECIFIC OR A
PARTICULAR PURPOSE, OR GOOD AND WORKMANLIKE CONSTRUCTION, (ii) THE NATURE,
MANNER, CONSTRUCTION, CONDITION, STATE OF REPAIR OR LACK OF REPAIR OF ANY
IMPROVEMENTS LOCATED ON THE PROPERTY, ON THE SURFACE OR SUBSURFACE THEREOF,
WHETHER OR NOT OBVIOUS, VISIBLE OR APPARENT, (iii) THE NATURE OR QUALITY OF
CONSTRUCTION, STRUCTURAL DESIGN OR ENGINEERING OF THE PROPERTY, (iv) THE
ENVIRONMENTAL CONDITION OF THE PROPERTY AND THE PRESENCE OR ABSENCE OF OR
CONTAMINATION BY HAZARDOUS MATERIALS, OR THE COMPLIANCE OF THE PROPERTY WITH
STATUTES, ORDINANCES, REGULATIONS OR LAWS PERTAINING TO HEALTH, SAFETY OR THE
ENVIRONMENT, AND (v) THE SOIL CONDITIONS, DRAINAGE, FLOODING CHARACTERISTICS,
UTILITIES OR OTHER CONDITIONS EXISTING IN, ON, OR UNDER THE PROPERTY.
UPON
CLOSING, THE BUYER HEREBY EXPRESSLY ASSUMES ALL RISKS, LIABILITIES, CLAIMS,
DAMAGES, AND COSTS (AND AGREES THAT SELLER AND SELLER'S RELATED PARTIES SHALL
NOT BE LIABLE FOR ANY SPECIAL, DIRECT, INDIRECT, CONSEQUENTIAL, OR OTHER DAMAGES
OF ANY AND EVERY KIND OR CHARACTER, KNOWN OR UNKNOWN) RESULTING OR ARISING FROM
OR RELATED TO THE OWNERSHIP, USE, CONDITION, LOCATION, MAINTENANCE, REPAIR OR
OPERATION OF THE SUBJECT PROPERTY.
UPON AND SUBSEQUENT TO CLOSING, BUYER
ACKNOWLEDGES THAT ANY CONDITION OF THE PROPERTY WHICH BUYER DISCOVERS OR DESIRES
TO CORRECT OR IMPROVE SHALL BE AT BUYER'S SOLE EXPENSE.
UPON CLOSING, BUYER
EXPRESSLY WAIVES (TO THE EXTENT ALLOWED BY APPLICABLE LAW) ANY CLAIMS UNDER
FEDERAL LAW, STATE OR OTHER LAW THAT BUYER MIGHT OTHERWISE HAVE AGAINST SELLER
OR SELLER'S RELATED PARTIES RELATING TO THE USE, CHARACTERISTICS OR CONDITION OF
THE SUBJECT PROPERTY.
Buyer acknowledges that Seller would have required a substantially higher
Purchase Price if warranties or representations were required, other than as
contained herein, and that the consideration paid as represented by the Purchase
Price reflects the value of the Property without
any representations or
warranties except as contained in this Contract.
J.
Condition of the Property until Closing; Cooperation; No
Recording of Contract.
1.
Maintenance and Operation. Until Closing, Seller shall (a)
maintain the Property as it existed on the Effective Date, except for reasonable
wear and tear and casualty damage; (b) operate the Property in the same manner
as it was operated on the Effective Date; and (c) comply with all contracts and
governmental regulations affecting the Property.
Until the end of the
Inspection Period, Seller will not enter into, amend, or terminate any contract
that affects the Property other than in the ordinary course of operating the
Property and will promptly give notice to Buyer of each new, amended, or