TO THE EXTENT DEEMED NECESSARY BY BUYER IN
ORDER TO ENABLE BUYER TO EVALUATE THE PURCHASE OF THE PROPERTY.
BUYER HEREBY
FURTHER ACKNOWLEDGES AND AGREES THAT BUYER IS RELYING SOLELY UPON THE
INSPECTION, EXAMINATION, AND EVALUATION OF THE PROPERTY BY BUYER AND THAT BUYER
IS PURCHASING THE PROPERTY ON AN "AS IS, "WHERE IS" AND "WITH ALL FAULTS" BASIS.
WITHOUT REPRESENTATIONS, WARRANTIES AND COVENANTS, EXPRESS OR IMPLIED, OF ANY
KIND OR NATURE. IT IS UNDERSTOOD AND AGREED THAT SELLER IS MAKING NO
REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS OR IMPLIED, BY OPERATION OF LAW
OR OTHERWISE WITH RESPECT TO (i) ENVIRONMENTAL MATTERS OF ANY NATURE OR KIND
WHATSOEVER RELATING TO THE PROPERTY OR ANY PORTION THEREOF, INCLUDING, WITHOUT
LIMITATION, COMPLIANCE WITH ANY ENVIRONMENTAL PROTECTION, UNDERGROUND STORAGE
TANKS, POLLUTION OR LAND USE LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS
AND THE EXISTENCE IN OR ON THE PROPERTY
1
OF ANY HAZARDOUS OR TOXIC MATERIALS; (ii) GEOLOGICAL CONDITIONS, INCLUDING,
WITHOUT LIMITATION SUBSIDENCE, SUBSURFACE CONDITIONS, WATER TABLE, UNDERGROUND
WATER RESERVOIRS, AND LIMITATIONS REGARDING WITHDRAWAL OF WATER THEREFROM; (iii)
WHETHER OR NOT AND TO THE EXTENT TO WHICH THE PROPERTY OR ANY PORTION THEREOF IS
AFFECTED BY ANY STREAM (SURFACE OR UNDERGROUND), BODY OF WATER, FLOOD PRONE
AREA, FLOOD PLAIN, FLOOD WAY OR SPECIAL FLOOD HAZARD; (iv) DRAINAGE; (v) SOIL
CONDITIONS; (vi) ZONING TO WHICH THE PROPERTY OR ANY PORTION THEREOF MAY BE
SUBJECT; (vii) AVAILABILITY OF ANY UTILITIES TO THE PROPERTY OR ANY PORTION
THEROF, INCLUDING WITHOUT LIMITATION, WATER, SEWAGE, GAS AND ELECTRIC; (viii)
USAGE OF ANY ADJOINING PROPERTY; (ix) ACCESS TO THE PROPERTY OR ANY PORTION
THEREOF; (x) THE COMPLIANCE OR NON-COMPLIANCE OF ANY OF THE PROPERTY WITH ANY
APPLICABLE FEDERAL, STATE OR LOCAL BUILDING CODES, ORDINANCES, LAWS, STATUTES,
RULES OR REGULATIONS; (xi) THE VALUE, COMPLIANCE WITH PLANS OR SPECIFICATIONS,
LOCATION, USE, MERCHANTABILITY, CONSTRUCTION, WORKMANLIKE CONDITION, ORDER,
REPAIR, MAINTENANCE, DESIGN, QUALITY, DESCRIPTION, DURABILITY, OPERATION OR
CONDITION OF THE PROPERTY OR ANY PORTION THEREOF; (xii) THE QUALITY OF THE LABOR
OR MATERIALS INCLUDED IN THE IMPROVEMENTS ON THE PROPERTY; (xiii) THE
SUITABILITY OF THE PROPERTY OR ANY PORTION THEREOF FOR BUYER'S PURPOSES OR
FITNESS FOR ANY USAGE OR PURPOSE WHATSOEVER; OR (xiv) ANY OTHER MATTER RELATING
TO THE PROPERTY. NOTHING CONTAINED IN THIS SECTION 2 SHALL LIMIT THE WARRANTIES
OF TITLE SET FORTH IN THE SPECIAL WARRANTY DEED TO BE DELIVERED FROM SELLER TO
BUYER AT CLOSING. BUYER REPRESENTS THAT IT IS A KNOWLEDGEABLE BUYER OF REAL
ESTATE AND THAT IT IS RELYING SOLELY ON ITS OWN EXPERTISE AND THAT OF ITS
CONSULTANTS IN PURCHASING THE PROPERTY.
THE TERMS AND CONDITIONS OF THIS
SECTION SHALL EXPRESSLY SURVIVE THE CLOSING, SHALL NOT MERGE WITH THE PROVISIONS
OF ANY CLOSING DOCUMENT.
3.
Seller's Review Period.
Seller's corporate headquarters is
located on the Property.
Seller shall have a ninety (90) day period commencing
on the effective date (such 90 day period is "Seller's Review Period" and
commences on the same day the Inspection Period commences) to determine the
feasibility of relocating Seller's headquarters to another location.
If