"AS IS" AND "WHERE IS," WITH ALL FAULTS.
PURCHASER REPRESENTS THAT IT IS A KNOWLEDGEABLE, EXPERIENCED AND SOPHISTICATED
PURCHASER OF REAL ESTATE, AND THAT IT IS RELYING SOLELY ON ITS OWN EXPERTISE AND
THAT OF PURCHASER'S CONSULTANTS IN PURCHASING THE PROPERTY THROUGH THE TRANSFER
OF SELLER'S LLC INTEREST. PURCHASER HAS BEEN GIVEN A SUFFICIENT OPPORTUNITY
PRIOR TO THE EFFECTIVE DATE TO CONDUCT AND HAS CONDUCTED SUCH INSPECTIONS,
INVESTIGATIONS AND OTHER INDEPENDENT EXAMINATIONS OF THE PROPERTY, SELLER'S LLC
INTEREST AND RELATED MATTERS AS PURCHASER DEEMS NECESSARY, INCLUDING BUT NOT
LIMITED TO THE PHYSICAL AND ENVIRONMENTAL CONDITIONS THEREOF, AND WILL RELY UPON
SAME AND NOT UPON ANY STATEMENTS OF SELLER OR SELLER ENTITIES (EXCLUDING THE
LIMITED MATTERS REPRESENTED BY SELLER IN SECTIONS 8.1, 8.2 AND 8.3 HEREOF AND
ANY CLOSING CERTIFICATION OF SELLER AS TO THE TRUTH AND ACCURACY OF THE
REPRESENTATIONS AND WARRANTIES AS OF THE CLOSING DATE AND THE REPRESENTATIONS IN
SELLER'S (AND PROPERTY OWNER'S) TITLE AFFIDAVIT, NON-IMPUTATION ENDORSEMENT
AFFIDAVIT AND ALL OTHER CLOSING DOCUMENTS) NOR OF ANY OFFICER, DIRECTOR,
EMPLOYEE, AGENT OR ATTORNEY OF SELLER. PURCHASER ACKNOWLEDGES THAT ALL
INFORMATION OBTAINED BY PURCHASER WAS OBTAINED FROM A VARIETY OF SOURCES, AND
SELLER WILL NOT BE DEEMED TO HAVE REPRESENTED OR WARRANTED THE COMPLETENESS,
TRUTH OR ACCURACY OF ANY OF THE DOCUMENTS OR OTHER SUCH INFORMATION HERETOFORE
OR HEREAFTER FURNISHED TO PURCHASER. UPON CLOSING, SUBJECT TO THE EXPRESS
PROVISIONS OF THIS AGREEMENT, PURCHASER WILL ASSUME THE RISK THAT ADVERSE
MATTERS, INCLUDING, BUT NOT LIMITED TO, ADVERSE PHYSICAL AND ENVIRONMENTAL
CONDITIONS, MAY NOT HAVE BEEN REVEALED BY PURCHASER'S INSPECTIONS AND
INVESTIGATIONS. PURCHASER ACKNOWLEDGES AND AGREES THAT, UPON CLOSING, SELLER
WILL SELL AND CONVEY TO PURCHASER, AND PURCHASER WILL ACCEPT THE PROPERTY
THROUGH THE TRANSFER OF SELLER'S LLC INTEREST, "AS IS, WHERE IS," WITH ALL
FAULTS. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT THERE ARE NO ORAL
AGREEMENTS, WARRANTIES OR REPRESENTATIONS COLLATERAL TO OR AFFECTING SELLER'S
LLC INTEREST OR THE PROPERTY BY SELLER, ANY AGENT OF SELLER OR ANY THIRD PARTY.
SELLER IS NOT LIABLE OR BOUND IN ANY MANNER BY ANY ORAL OR WRITTEN STATEMENTS,
REPRESENTATIONS OR INFORMATION PERTAINING TO THE PROPERTY OR SELLER'S LLC
INTEREST FURNISHED BY ANY REAL ESTATE BROKER, AGENT, EMPLOYEE, SERVANT OR OTHER
PERSON, UNLESS THE SAME ARE SPECIFICALLY SET FORTH HEREIN. PURCHASER
ACKNOWLEDGES THAT THE PURCHASE PRICE REFLECTS THE "AS IS, WHERE IS" NATURE OF
THIS SALE AND ANY FAULTS, LIABILITIES, DEFECTS OR OTHER ADVERSE MATTERS THAT MAY
BE ASSOCIATED WITH THE PROPERTY AND SELLER'S LLC INTEREST. PURCHASER, WITH
PURCHASER'S COUNSEL, HAS FULLY REVIEWED THE DISCLAIMERS AND WAIVERS SET FORTH IN
THIS AGREEMENT AND UNDERSTANDS THEIR SIGNIFICANCE AND AGREES THAT THE
DISCLAIMERS AND OTHER AGREEMENTS SET FORTH HEREIN ARE AN INTEGRAL PART OF THIS
AGREEMENT, AND THAT SELLER WOULD NOT HAVE AGREED TO SELL SELLER'S LLC INTEREST
TO PURCHASER FOR THE PURCHASE PRICE WITHOUT THE DISCLAIMERS AND OTHER AGREEMENTS
SET FORTH IN THIS AGREEMENT.
16
PURCHASER AND PURCHASER'S AFFILIATES FURTHER COVENANT AND AGREE NOT TO
SUE SELLER AND SELLER'S AFFILIATES AND RELEASE SELLER AND SELLER'S AFFILIATES