AS
AMENDED.
8.
DISCLAIMER; RELEASE; WAIVER; INDEMNITY. AS AN ESSENTIAL INDUCEMENT TO
SELLER TO ENTER INTO THIS AGREEMENT, AND AS PART OF THE DETERMINATION OF THE
PURCHASE PRICE, BUYER ACKNOWLEDGES AND AGREES AS FOLLOWS:
8.1
DISCLAIMER.
8.1.1
AS-IS; WHERE-IS. THE SALE OF THE PROPERTY HEREUNDER IS AND WILL BE MADE
ON AN "AS IS, WHERE IS" BASIS. SELLER HAS NOT MADE, DOES NOT MAKE, AND
SPECIFICALLY NEGATES AND DISCLAIMS ANY REPRESENTATIONS, WARRANTIES, OR
GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL
OR WRITTEN, PAST, PRESENT, OR FUTURE OF, AS TO, CONCERNING, OR WITH RESPECT TO
THE PROPERTY OR ANY OTHER MATTER WHATSOEVER.
8.1.2
SOPHISTICATION OF BUYER. BUYER IS A SOPHISTICATED BUYER WHO IS FAMILIAR
WITH THE OWNERSHIP AND OPERATION OF REAL ESTATE PROJECTS SIMILAR TO THE
PROPERTY. BUYER ALSO ACKNOWLEDGES THAT IT IS ACQUIRING THE PROPERTY SOLELY ON
THE BASIS OF AND IN RELIANCE UPON SUCH EXAMINATIONS AND THE TITLE INSURANCE
PROTECTION AFFORDED BY BUYER'S TITLE INSURANCE POLICY AND NOT ON ANY INFORMATION
PROVIDED OR TO BE PROVIDED BY SELLER.
8.1.3
DUE DILIGENCE MATERIALS. ANY INFORMATION PROVIDED OR TO BE PROVIDED
WITH RESPECT TO THE PROPERTY IS SOLELY FOR BUYER'S CONVENIENCE AND WAS OR WILL
BE OBTAINED FROM A VARIETY OF SOURCES. SELLER HAS NOT MADE ANY INDEPENDENT
INVESTIGATION OR VERIFICATION OF SUCH INFORMATION AND MAKES NO (AND EXPRESSLY
DISCLAIMS ALL) REPRESENTATIONS AS TO THE ACCURACY OR COMPLETENESS OF SUCH
INFORMATION. SELLER SHALL NOT BE LIABLE FOR ANY MISTAKES, OMISSIONS, OR
MISREPRESENTATIONS, OR FOR ANY FAILURE OF BUYER TO INVESTIGATE THE PROPERTY, NOR
SHALL SELLER BE BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS,
REPRESENTATIONS, APPRAISALS, ENVIRONMENTAL ASSESSMENT REPORTS, OR OTHER
INFORMATION PERTAINING TO THE PROPERTY OR THE OPERATION THEREOF, FURNISHED BY
SELLER OR BY ANY AFFILIATE, AGENT, REPRESENTATIVE, MANAGER, MEMBER, OR PARTNER
OF SELLER, OR BY ANY REAL ESTATE BROKERS, MEMBERS, PARTNERS, AGENTS,
REPRESENTATIVES, TRUSTEES, AFFILIATES, DIRECTORS, OFFICERS, SHAREHOLDERS,
EMPLOYEES, SERVANTS, OR AGENTS OF ANY OF THE FOREGOING, OR OTHER PERSONS OR
ENTITIES ACTING ON BEHALF OF SELLER OR AT SELLER'S REQUEST OR OTHERWISE
AFFILIATED WITH SELLER (COLLECTIVELY, "SELLER-RELATED PARTIES").
8.1.4
BUYER'S INSPECTIONS. AS OF THE EFFECTIVE DATE, BUYER ACKNOWLEDGES IT
HAS HAD THE OPPORTUNITY TO CONDUCT, AND HAS CONDUCTED, SUCH DUE DILIGENCE AS
BUYER HAS DEEMED NECESSARY OR APPROPRIATE IN CONNECTION WITH THE TRANSACTIONS
CONTEMPLATED HEREIN AND BUYER HEREBY WAIVES THE RIGHT TO CONDUCT ANY FURTHER
DILIGENCE. BUYER REPRESENTS AND COVENANTS
34
[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.
TO SELLER THAT BUYER HAS CONDUCTED SUCH INVESTIGATIONS OF THE PROPERTY,
INCLUDING BUT NOT LIMITED TO THE PHYSICAL AND ENVIRONMENTAL CONDITIONS THEREOF,
AS BUYER DEEMS NECESSARY OR DESIRABLE TO SATISFY ITSELF AS TO THE CONDITION OF
THE PROPERTY AND THE EXISTENCE OR NONEXISTENCE OF, OR CURATIVE ACTION TO BE
TAKEN WITH RESPECT TO, ANY HAZARDOUS MATERIALS, AND WILL RELY