EXPRESS OR IMPLIED,
REGARDING THE PROPERTY OR ANY CONSTITUENT ELEMENT OF THE PROPERTY (INCLUDING THE
LAND, IMPROVEMENTS AND LEASE) AND, IN PARTICULAR, NO SUCH REPRESENTATIONS,
WARRANTIES, GUARANTIES OR PROMISES HAVE BEEN MADE WITH RESPECT TO THE PHYSICAL
CONDITION OR OPERATION OF THE PROPERTY, TITLE TO OR THE BOUNDARIES OF THE
PROPERTY, SOIL CONDITIONS, THE ENVIRONMENTAL CONDITION OF THE PROPERTY,
INCLUDING, WITHOUT LIMITATION, THE PRESENCE, DISCOVERY, RELEASE, THREATENED
RELEASE OR REMOVAL OF HAZARDOUS MATERIALS (INCLUDING, WITHOUT LIMITATION, THE
PRESENCE OF ASBESTOS OR ASBESTOS CONTAINING MATERIALS), THE ACTUAL OR PROJECTED
REVENUE AND EXPENSES FOR THE PROPERTY, THE ZONING AND OTHER LAWS, REGULATIONS OR
RULES APPLICABLE TO THE PROPERTY OR THE COMPLIANCE OF THE PROPERTY THEREWITH,
THE AVAILABILITY OR ADEQUACY OF ENTITLEMENTS OR APPROVALS FOR DEVELOPMENT OF THE
PROPERTY OR ANY PORTION THEREOF, THE USE OR OCCUPANCY OF THE PROPERTY OR ANY
PART THEREOF, OR ANY OTHER MATTER OR THING AFFECTING OR RELATED TO THE PROPERTY
OR THE TRANSACTIONS CONTEMPLATED HEREBY, EXCEPT AS, AND SOLELY TO THE EXTENT,
SPECIFICALLY SET FORTH IN THIS AGREEMENT. EXCEPT FOR ITS RELIANCE ON THE
REPRESENTATIONS AND WARRANTIES OF SELLER
Purchase and Sale Agreement
Page 15 of 32
941120.4
SPECIFICALLY SET FORTH HEREIN AND SUBJECT TO THE TERMS AND CONDITIONS OF THIS
AGREEMENT, BUYER AGREES TO ACCEPT THE PROPERTY "AS IS, WHERE-IS, AND WITH ALL
FAULTS" IN ITS PRESENT CONDITION, SUBJECT IN THE CASE OF THE REAL PROPERTY TO
REASONABLE USE, WEAR AND TEAR, BETWEEN THE DATE HEREOF AND THE CLOSING DATE, AND
FURTHER AGREES THAT EXCEPT FOR ANY BREACH OF ITS REPRESENTATIONS AND WARRANTIES
SPECIFICALLY SET FORTH HEREIN, SELLER SHALL NOT BE LIABLE FOR ANY LATENT DEFECTS
IN THE PROPERTY OR BOUND IN ANY MANNER WHATSOEVER BY ANY GUARANTEES, PROMISES,
PROJECTIONS, OPERATING OR PERFORMANCE STATEMENTS, SETUPS OR OTHER INFORMATION
PERTAINING TO THE PROPERTY MADE, FURNISHED OR CLAIMED TO HAVE BEEN MADE OR
FURNISHED BY SELLER OR ANY SELLER RELATED PARTY, WHETHER ORALLY OR IN WRITING.
(a)
Buyer's delivery of an Approval Notice is Buyer's acknowledgement that it
will have reviewed or have had adequate time and opportunity to review the Due
Diligence Materials and conduct its diligence review of the Property and matters
affecting the Property.
(b)
Buyer further acknowledges that certain of the Due Diligence Materials
may have been prepared by parties other than Seller (or a Seller Related Party)
and Seller makes no representation or warranty of any kind whatsoever, express
or implied, as to the accuracy or completeness of any Due Diligence Materials
prepared by third parties.
(c)
Buyer acknowledges that it has not relied upon any representations or
warranties by Seller or any Seller Related Party not specifically set forth
herein, and has entered into this Agreement after having made and relied solely
on its own independent investigation, inspections, analyses, appraisals and
evaluations of facts and circumstances.
(d)
Buyer is an experienced purchaser of commercial real properties, and has
retained, or has access to, advisors and consultants sophisticated in the
purchase of commercial real property. Buyer and its advisors have experience in