HAS
CONFERRED WITH SUCH LEGAL COUNSEL CONCERNING THE WAIVERS AND OTHER CONDITIONS OF
THIS SECTION 5.2.
PURCHASER'S INITIALS
9
5.2.4
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 (A) PURCHASER'S OWN
EXPERTISE AND THAT OF PURCHASER'S CONSULTANTS IN PURCHASING THE PROPERTY; (B)
PURCHASER'S OWN KNOWLEDGE OF THE PROPERTY BASED ON PURCHASER'S INVESTIGATIONS
AND INSPECTIONS OF THE PROPERTY; AND (C) THOSE REPRESENTATIONS AND WARRANTIES
EXPRESSLY MADE BY SELLER IN SECTION 6.1. 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 UPON
CLOSING, SELLER SHALL SELL AND CONVEY TO PURCHASER AND PURCHASER SHALL ACCEPT
THE PROPERTY "AS IS, WHERE IS," WITH ALL FAULTS AND DEFECTS (LATENT AND
APPARENT). PURCHASER FURTHER 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), OR THE SELLER PARTIES.
PURCHASER'S INITIALS
5.2.5
WITHOUT IN ANY WAY LIMITING ANY PROVISION OF THIS SECTION 5.2,
PURCHASER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT, EXCEPT WITH RESPECT TO THE
EXPRESS REPRESENTATIONS AND THE OBLIGATIONS OF SELLER SET FORTH IN SECTION 7.1
OF THIS AGREEMENT, AND SUBJECT TO ARTICLE 10 HEREOF, AND EXCEPT TO THE EXTENT
NECESSARY TO PURSUE ANY CLAIM AGAINST ANY PREDECESSOR TO SELLER IN OWNERSHIP OF
THE PROPERTY OR AGAINST ANY THIRD PARTY, PURCHASER HEREBY WAIVES, RELEASES AND
DISCHARGES ANY CLAIM IT HAS, MIGHT HAVE HAD OR MAY HAVE AGAINST SELLER WITH
RESPECT TO (I) THE DISCLAIMED MATTERS, (II) THE CONDITION OF THE PROPERTY AS OF
THE CLOSING DATE, (III) THE PAST, PRESENT OR FUTURE CONDITION OR COMPLIANCE OF
THE PROPERTY WITH REGARD TO ANY ENVIRONMENTAL PROTECTION, POLLUTION CONTROL OR
LAND USE LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS, INCLUDING, WITHOUT
LIMITATION, CERCLA (AS HEREINAFTER DEFINED), OR (IV) ANY OTHER STATE OF FACTS
THAT EXISTS WITH RESPECT TO THE PROPERTY. THIS RELEASE AS WELL AS THE RELEASE
SET FORTH IN SECTION 15.19 SHALL BE GIVEN FULL FORCE AND EFFECT ACCORDING TO
EACH OF ITS EXPRESS TERMS AND PROVISIONS, INCLUDING THOSE RELATING TO UNKNOWN
AND UNSPECIFIED CLAIMS, DAMAGES AND CAUSES OF ACTION, AND, IN THAT REGARD,
PURCHASER HEREBY ACKNOWLEDGES THAT IT IS HEREBY EXPRESSLY WAIVING ALL RIGHTS AND
BENEFITS IT MAY NOW HAVE OR HEREAFTER ACQUIRE ACCORDING TO APPLICABLE LAW WHICH
OTHERWISE PROVIDES THAT A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE
CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF
EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY
EFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR. THE WAIVER, RELEASE AND
DISCHARGE SET FORTH IN THIS SECTION 5.2.5 SHALL SURVIVE THE CLOSING OR ANY
TERMINATION OF THIS AGREEMENT.
PURCHASER'S INITIALS
10
ARTICLE 6 REPRESENTATIONS AND WARRANTIES
6.1