OR BREACH WAS
DISCLOSED OR ACTUALLY KNOWN TO THE OTHER PARTY (OR ITS COUNSEL) ON OR PRIOR TO
THE DATE HEREOF; PROVIDED, HOWEVER, NOTHING HEREIN CONTAINED SHALL RELIEVE
SELLER OF ITS OBLIGATIONS AND DUTIES AS LESSEE UNDER THE LEASE.
SECTION 17.
OMITTED.
SECTION 18.
HAZARDOUS MATERIALS.
IN ADDITION TO AND NOT BY WAY OF
LIMITATION OF THE SALE OF THE PROPERTY ON AN "AS IS" BASIS UNDER THIS AGREEMENT,
PURCHASER ACKNOWLEDGES RECEIPT OF THE ENVIRONMENTAL REPORTS.
PURCHASER HAS MADE
SUCH STUDIES AND INVESTIGATIONS, CONDUCTED SUCH TESTS AND SURVEYS AND ENGAGED
SUCH SPECIALISTS AND EXPERTS AS PURCHASER DEEMS APPROPRIATE TO FAIRLY EVALUATE
THE PROPERTY AND ITS RISKS FROM ENVIRONMENTAL, HAZARDOUS OR TOXIC MATERIALS AND
CHEMICALS. PURCHASER SHALL HAVE NO RECOURSE TO SELLER IN RESPECT OF THE
ENVIRONMENTAL REPORTS. SELLER MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER
TO PURCHASER REGARDING: (I) THE ENVIRONMENTAL REPORTS (INCLUDING THE CONTENTS
AND/OR ACCURACY THEREOF), AND (II) THE PRESENCE, LOCATION OR SCOPE OF ANY
HAZARDOUS OR TOXIC MATERIALS OR CHEMICALS IN, AT, OR
14
UNDER THE PROPERTY. BY ITS EXECUTION OF THIS AGREEMENT, PURCHASER HEREBY
RELEASES SELLER FROM ANY AND ALL LIABILITY TO PURCHASER AND TO PURCHASER'S
SUCCESSORS IN INTEREST ATTRIBUTABLE TO THE PRESENCE, DISCOVERY, OR REMOVAL OF
ANY HAZARDOUS OR TOXIC MATERIALS OR CHEMICALS IN, AT, OR UNDER THE PROPERTY,
EXCEPT AS OTHERWISE PROVIDED IN THE LEASE.
NOTWITHSTANDING ANYTHING HEREIN TO
THE CONTRARY, THE AGREEMENTS OF PURCHASER SET FORTH IN THIS SECTION SHALL
SURVIVE THE EXECUTION AND DELIVERY OF (AND SHALL NOT MERGE INTO) THE DEED AND
SHALL BE ENFORCEABLE AT ANY TIME THEREAFTER. THE FOREGOING SHALL NOT BE DEEMED
TO AFFECT ANY OBLIGATION, LIABILITY OR RIGHTS OF PURCHASER AS LESSOR OR OF
SELLER AS LESSEE PURSUANT TO THE PROVISIONS OF THE LEASE.
SECTION 19.
AS-IS; RELEASE.
(A)
PURCHASER HAS AGREED TO ACCEPT
POSSESSION OF THE PROPERTY ON THE CLOSING DATE ON AN "AS IS" BASIS.
SELLER AND
PURCHASER AGREE THAT THE PROPERTY SHALL BE SOLD "AS IS, WHERE IS, WITH ALL
FAULTS" WITH NO RIGHT OF SET-OFF OR REDUCTION IN THE PURCHASE PRICE, AND, EXCEPT
AS MAY BE EXPRESSLY SET FORTH HEREIN, SUCH SALE SHALL BE WITHOUT REPRESENTATION
OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED (INCLUDING ANY WARRANTY OF OR WITH
RESPECT TO INCOME POTENTIAL, DEVELOPMENT FEASIBILITY, POTENTIAL OR COSTS,
OPERATING EXPENSES, USES, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE),
AND SELLER DOES HEREBY DISCLAIM AND RENOUNCE ANY SUCH REPRESENTATION OR
WARRANTY, EXCEPT AS MAY BE EXPRESSLY SET FORTH HEREIN.
PURCHASER AND EXPERTS OF
PURCHASER'S CHOICE HAVE (I) PHYSICALLY INSPECTED THE PROPERTY, (II) DETERMINED
THE FAIR MARKET VALUE OF THE PROPERTY IN ITS "AS IS" CONDITION, (III) ANALYZED
THE PRESENT AND PROJECTED USES OF THE PROPERTY, AND (IV) INDEPENDENTLY TESTED
AND EXAMINED THE PROPERTY FROM A PHYSICAL, STRUCTURAL AND ENVIRONMENTAL
STANDPOINT. PURCHASER IS NOT RELYING UPON ANY REPRESENTATION, INDUCEMENT OR
UNPERFORMED PROMISE OF SELLER OR SELLER'S AGENTS EXCEPT TO THE EXTENT SUCH
INDUCEMENT, REPRESENTATION OR UNPERFORMED PROMISE IS EXPRESSLY SET FORTH HEREIN.
(B)
PURCHASER HEREBY RELEASES SELLER AND ANY AGENT, REPRESENTATIVE,
AFFILIATE, OFFICER, PARTNER,