other person representing or purporting to represent Seller or Seller's
Broker, whether verbally or in writing.
Buyer acknowledges that neither Seller
nor any of the employees, agents or attorneys of Seller has made any verbal or
written representations or warranties whatsoever to Buyer, whether express,
implied, statutory, or by operation of law, except as expressly set forth in
this Agreement and, in particular, that no such representations and warranties
have been made with respect to the physical or environmental condition or
operation of the Project, the layout or square footage of the Project, the
actual or projected revenue and expenses of the Project or any of the Leases,
zoning, environmental, and other laws, regulations and rules applicable to the
Project, or the compliance of the Project therewith, the quantity, quality or
condition of the articles of personal property and fixtures included in the
transactions contemplated hereby, the use or occupancy of the Project or any
part thereof or any other matter or thing affecting or relating to the Project
or the transactions contemplated hereby, except as specifically set forth in
this Agreement.
Buyer has not relied and is not relying upon any
representations or warranties, other than Seller's Representations, or upon any
statements made in any informational materials with respect to the Project
provided by Seller or any other person or entity, including Seller's Broker
(including without limitation any information contained in the marketing package
for the Property prepared by Seller's Broker)or any shareholder, member,
manager, employee, agent, attorney or other person representing or purporting to
represent Seller or Seller's Broker.
Without limitation of the foregoing, Buyer
specifically acknowledges and agrees that it has assumed the risk of changes in
the condition of the Project between the Opening of Escrow and the Close of
Escrow and no adverse change in such condition shall grant Buyer any right to
terminate this Agreement or to obtain any damages against Seller except as
otherwise provided herein.
IN ADDITION TO, AND WITHOUT LIMITATION OF THE
FOREGOING, EXCEPT AS SET FORTH IN THIS AGREEMENT, SELLER MAKES NO WARRANTY,
EXPRESS, IMPLIED, STATUTORY, OR BY OPERATION OF LAW, AS TO THE QUANTITY,
QUALITY, MERCHANTABILITY, TITLE, MARKETABILITY, FITNESS, OR SUITABILITY FOR A
PARTICULAR PURPOSE OF THE PROPERTY OR ANY COMPONENT THEREOF, AND THE PROPERTY
AND EACH COMPONENT THEREOF ARE SOLD IN AN "AS IS", "WHERE IS" CONDITION, WITH
ALL FAULTS.
BY EXECUTING THIS AGREEMENT, EXCEPT AS SET FORTH IN THIS AGREEMENT,
BUYER AFFIRMS AND AGREES THAT (A) BUYER HAS NOT RELIED ON SELLER'S SKILL OR
JUDGMENT TO SELECT OR FURNISH THE PROPERTY OR ANY COMPONENT THEREOF FOR ANY
PARTICULAR PURPOSE, (B) SELLER MAKES NO WARRANTY THAT THE PROPERTY OR ANY
COMPONENT THEREOF ARE FIT FOR ANY PARTICULAR PURPOSE, (C) THERE ARE NO
REPRESENTATIONS OR WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR BY OPERATION OF
LAW, WITH RESPECT TO THE PROPERTY OR ANY COMPONENT THEREOF, (D) BUYER HAS BEEN
GIVEN THE OPPORTUNITY TO INSPECT THE PROPERTY AND EACH COMPONENT THEREOF AND HAS
DETERMINED TO PURCHASE THE PROPERTY AND EACH COMPONENT THEREOF