Common use of Disclaimers and Waivers Clause in Contracts

Disclaimers and Waivers. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, IT IS UNDERSTOOD AND AGREED THAT SELLER IS NOT MAKING AND HAS NOT AT ANY TIME MADE ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EXPRESSED OR IMPLIED, WITH RESPECT TO THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OR REPRESENTATIONS AS TO HABITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ZONING, TAX CONSEQUENCES, LATENT OR PATENT PHYSICAL OR ENVIRONMENTAL CONDITION, UTILITIES, OPERATING HISTORY OR PROJECTIONS, VALUATION, GOVERNMENTAL APPROVALS, THE COMPLIANCE OF THE PROPERTY WITH LAWS, THE TRUTH, ACCURACY OR COMPLETENESS OF ANY INFORMATION PROVIDED BY OR ON BEHALF OF SELLER TO PURCHASER, OR ANY OTHER MATTER OR THING REGARDING THE PROPERTY. PURCHASER ACKNOWLEDGES AND AGREES THAT UPON CLOSING PURCHASER SHALL ACCEPT THE PROPERTY “AS IS, WHERE IS, WITH ALL FAULTS,” EXCEPT TO THE EXTENT EXPRESSLY PROVIDED OTHERWISE IN THIS AGREEMENT. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, PURCHASER HAS NOT RELIED AND WILL NOT RELY ON, AND SELLER IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESSED OR IMPLIED WARRANTIES, GUARANTIES, STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE SHARES OR THE PROPERTIES OR RELATING THERETO (INCLUDING SPECIFICALLY, WITHOUT LIMITATION, PROPERTY INFORMATION PACKAGES DISTRIBUTED WITH RESPECT TO THE PROPERTY AND THE SHARES) MADE OR FURNISHED BY SELLER OR ANY REAL ESTATE BROKER OR AGENT REPRESENTING OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, UNLESS SPECIFICALLY SET FORTH IN THIS AGREEMENT. PURCHASER REPRESENTS TO SELLER THAT PURCHASER HAS CONDUCTED, OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS OF THE PROPERTY, INCLUDING BUT NOT LIMITED TO, THE PHYSICAL AND ENVIRONMENTAL CONDITIONS THEREOF, AS PURCHASER DEEMS NECESSARY TO SATISFY ITSELF AS TO THE CONDITION OF THE PROPERTY AND THE EXISTENCE OR NONEXISTENCE OR CURATIVE ACTION TO BE TAKEN WITH RESPECT TO ANY HAZARDOUS OR TOXIC SUBSTANCES ON OR DISCHARGED FROM THE PROPERTY, AND WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF SELLER OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETO, OTHER THAN SUCH REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER AS ARE EXPRESSLY SET FORTH IN THIS AGREEMENT. UPON CLOSING, PURCHASER SHALL ASSUME THE RISK THAT ADVERSE MATTERS, INCLUDING BUT NOT LIMITED TO, CONSTRUCTION DEFECTS AND ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS, MAY NOT HAVE BEEN REVEALED BY PURCHASER’S INVESTIGATIONS, AND PURCHASER, UPON CLOSING, SHALL BE DEEMED TO HAVE WAIVED, RELINQUISHED AND RELEASED SELLER (AND SELLER’S OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES AND AGENTS) FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION (INCLUDING CAUSES OF ACTION IN TORT), LOSSES, DAMAGES, LIABILITIES, COSTS AND EXPENSES (INCLUDING ATTORNEYS’ FEES AND COURT COSTS) OF ANY AND EVERY KIND OR CHARACTER, KNOWN OR UNKNOWN, WHICH PURCHASER MIGHT HAVE ASSERTED OR ALLEGED AGAINST SELLER (AND SELLER’S OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES AND AGENTS) AT ANY TIME BY REASON OF OR ARISING OUT OF ANY LATENT OR PATENT CONSTRUCTION DEFECTS OR PHYSICAL CONDITIONS, VIOLATIONS OF ANY APPLICABLE LAWS (INCLUDING, WITHOUT LIMITATION, ANY ENVIRONMENTAL LAWS AND THE ADA) AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS REGARDING THE PROPERTIES, EXCEPT TO THE EXTENT EXPRESSLY PROVIDED FOR ELSEWHERE HEREIN INCLUDING, WITHOUT LIMITATION, TO THE EXTENT PROVIDED IN SECTION 5.5 HEREOF.

Disclaimers and Waivers. A. No Reliance on Documents. EXCEPT AS EXPRESSLY FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS AGREEMENTSECTION 7 HEREOF AND IN THE CLOSING DOCUMENTS, IT IS UNDERSTOOD AND AGREED THAT SELLER IS NOT MAKING AND HAS NOT AT ANY TIME MADE ANY WARRANTIES SELLERS MAKE NO REPRESENTATION OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EXPRESSED OR IMPLIED, WITH RESPECT TO THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OR REPRESENTATIONS WARRANTY AS TO HABITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ZONING, TAX CONSEQUENCES, LATENT OR PATENT PHYSICAL OR ENVIRONMENTAL CONDITION, UTILITIES, OPERATING HISTORY OR PROJECTIONS, VALUATION, GOVERNMENTAL APPROVALS, THE COMPLIANCE OF THE PROPERTY WITH LAWS, THE TRUTH, ACCURACY OR COMPLETENESS OF ANY MATERIALS, DATA OR INFORMATION PROVIDED DELIVERED BY OR ON BEHALF OF SELLER SELLERS TO PURCHASER, OR ANY OTHER MATTER OR THING REGARDING BUYER IN CONNECTION WITH THE PROPERTYTRANSACTION CONTEMPLATED HEREBY. PURCHASER BUYER ACKNOWLEDGES AND AGREES THAT UPON CLOSING PURCHASER ALL MATERIALS, DATA AND INFORMATION DELIVERED BY SELLERS TO BUYER IN CONNECTION WITH THE TRANSACTION CONTEMPLATED HEREBY ARE PROVIDED TO BUYER AS A CONVENIENCE ONLY AND THAT ANY RELIANCE ON OR USE OF SUCH MATERIALS, DATA OR INFORMATION BY BUYER SHALL ACCEPT BE AT THE PROPERTY “AS ISSOLE RISK OF BUYER, WHERE IS, WITH ALL FAULTS,” EXCEPT TO THE EXTENT EXPRESSLY PROVIDED OTHERWISE IN THIS AGREEMENT. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED STATED HEREIN. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SUBJECT TO SELLERS’ REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS AGREEMENTAGREEMENT AND IN THE DOCUMENTS DELIVERED AT CLOSING, PURCHASER HAS NOT RELIED BUYER ACKNOWLEDGES AND WILL NOT RELY ON, AND SELLER IS NOT LIABLE FOR AGREES THAT (A) ANY ENVIRONMENTAL OR BOUND BY, ANY EXPRESSED OR IMPLIED WARRANTIES, GUARANTIES, STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE SHARES OR THE PROPERTIES OR RELATING THERETO (INCLUDING SPECIFICALLY, WITHOUT LIMITATION, PROPERTY INFORMATION PACKAGES DISTRIBUTED OTHER REPORT WITH RESPECT TO THE PROPERTY AND THE SHARES) MADE OR FURNISHED WHICH IS DELIVERED BY SELLER OR TO BUYER SHALL BE FOR GENERAL INFORMATIONAL PURPOSES ONLY, (B) BUYER SHALL NOT HAVE ANY REAL ESTATE BROKER OR AGENT REPRESENTING OR PURPORTING RIGHT TO REPRESENT SELLERRELY ON ANY SUCH REPORT DELIVERED BY SELLERS TO BUYER, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, UNLESS SPECIFICALLY SET FORTH IN THIS AGREEMENT. PURCHASER REPRESENTS TO SELLER THAT PURCHASER HAS CONDUCTED, OR BUT RATHER WILL CONDUCT PRIOR TO CLOSING, SUCH RELY ON ITS OWN INSPECTIONS AND INVESTIGATIONS OF THE PROPERTY, INCLUDING BUT NOT LIMITED TO, THE PHYSICAL AND ENVIRONMENTAL CONDITIONS THEREOF, AS PURCHASER DEEMS NECESSARY TO SATISFY ITSELF AS TO THE CONDITION OF THE PROPERTY AND THE EXISTENCE OR NONEXISTENCE OR CURATIVE ACTION TO BE TAKEN WITH RESPECT TO ANY HAZARDOUS OR TOXIC SUBSTANCES ON OR DISCHARGED FROM THE PROPERTY, AND WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED REPORTS COMMISSIONED BY OR ON BEHALF OF SELLER OR ITS AGENTS OR EMPLOYEES BUYER WITH RESPECT THERETO, OTHER THAN SUCH REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER AS ARE EXPRESSLY SET FORTH IN THIS AGREEMENT. UPON CLOSING, PURCHASER SHALL ASSUME THE RISK THAT ADVERSE MATTERS, INCLUDING BUT NOT LIMITED TO, CONSTRUCTION DEFECTS AND ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS, MAY NOT HAVE BEEN REVEALED BY PURCHASER’S INVESTIGATIONS, AND PURCHASER, UPON CLOSING, SHALL BE DEEMED TO HAVE WAIVED, RELINQUISHED AND RELEASED SELLER (AND SELLER’S OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES AND AGENTSC) FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION (INCLUDING CAUSES OF ACTION IN TORT), LOSSES, DAMAGES, LIABILITIES, COSTS AND EXPENSES (INCLUDING ATTORNEYS’ FEES AND COURT COSTS) OF ANY AND EVERY KIND OR CHARACTER, KNOWN OR UNKNOWN, WHICH PURCHASER MIGHT HAVE ASSERTED OR ALLEGED AGAINST SELLER (AND SELLER’S OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES AND AGENTS) AT ANY TIME BY REASON OF OR ARISING OUT OF ANY LATENT OR PATENT CONSTRUCTION DEFECTS OR PHYSICAL CONDITIONS, VIOLATIONS OF ANY APPLICABLE LAWS (INCLUDING, WITHOUT LIMITATIONNEITHER SELLERS, ANY ENVIRONMENTAL LAWS AND AFFILIATE OF SELLERS NOR THE ADA) AND PERSON OR ENTITY WHICH PREPARED ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES SUCH REPORT DELIVERED BY SELLERS TO BUYER SHALL HAVE ANY LIABILITY TO BUYER FOR ANY INACCURACY IN OR MATTERS REGARDING THE PROPERTIES, EXCEPT TO THE EXTENT EXPRESSLY PROVIDED FOR ELSEWHERE HEREIN INCLUDING, WITHOUT LIMITATION, TO THE EXTENT PROVIDED IN SECTION 5.5 HEREOFOMISSION FROM ANY SUCH REPORT.

Disclaimers and Waivers. EXCEPT ASSIGNEE ACKNOWLEDGES AND AGREES THAT, OTHER THAN THE EXPRESS REPRESENTATIONS AND WARRANTIES MADE BY ASSIGNOR HEREIN, (A) THE EQUIPMENT IS ACCEPTED BY ASSIGNEE “AS EXPRESSLY SET FORTH IS, WHERE IS” AND “WITH ALL FAULTS”; (B) ASSIGNEE IS SATISFIED THAT THE EQUIPMENT IS SUITABLE FOR ITS PURPOSES; (C) ASSIGNOR SHALL NOT, FOR PURPOSES OF THIS ASSIGNMENT, BE DEEMED A MANUFACTURER OR DEALER OF GOODS IN THIS AGREEMENTTHE NATURE OF THE EQUIPMENT, IT IS UNDERSTOOD AND AGREED THAT SELLER IS NOT MAKING AND (D) ASSIGNOR HAS NOT AT MADE, DOES NOT HEREBY MAKE, AND EXPRESSLY DISCLAIMS, ANY TIME MADE ANY REPRESENTATIONS, WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTERCOVENANTS, EXPRESSED EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OR REPRESENTATIONS AS TO HABITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ZONING, TAX CONSEQUENCES, LATENT OR PATENT PHYSICAL OR ENVIRONMENTAL CONDITION, UTILITIESQUALITY, OPERATING HISTORY DESCRIPTION, DURABILITY, DESIGN, CAPACITY, PERFORMANCE, MATERIAL OR PROJECTIONS, VALUATION, GOVERNMENTAL APPROVALS, THE COMPLIANCE WORKMANSHIP OF THE PROPERTY WITH LAWS, THE TRUTH, ACCURACY OR COMPLETENESS OF EQUIPMENT IN ANY INFORMATION PROVIDED BY OR ON BEHALF OF SELLER TO PURCHASER, OR ANY OTHER MATTER OR THING REGARDING THE PROPERTY. PURCHASER ACKNOWLEDGES AND AGREES THAT UPON CLOSING PURCHASER SHALL ACCEPT THE PROPERTY “AS IS, WHERE IS, WITH ALL FAULTS,” EXCEPT TO THE EXTENT EXPRESSLY PROVIDED OTHERWISE IN THIS AGREEMENT. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, PURCHASER HAS NOT RELIED AND WILL NOT RELY ON, AND SELLER IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESSED OR IMPLIED WARRANTIES, GUARANTIES, STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE SHARES OR THE PROPERTIES OR RELATING THERETO (INCLUDING SPECIFICALLY, WITHOUT LIMITATION, PROPERTY INFORMATION PACKAGES DISTRIBUTED WITH RESPECT TO THE PROPERTY AND THE SHARES) MADE OR FURNISHED BY SELLER OR ANY REAL ESTATE BROKER OR AGENT REPRESENTING OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, UNLESS SPECIFICALLY SET FORTH IN THIS AGREEMENT. PURCHASER REPRESENTS CONNECTION WITH THE SALE TO SELLER THAT PURCHASER HAS CONDUCTED, OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS FOR THE PURPOSES AND USES OF THE PROPERTYASSIGNEE AND (E) ASSIGNEE HAS EITHER INSPECTED THE EQUIPMENT AS FULLY AS ASSIGNEE DESIRES OR, INCLUDING BUT NOT LIMITED TOALTERNATIVELY, HAS REFUSED TO INSPECT THE PHYSICAL AND ENVIRONMENTAL CONDITIONS THEREOFEQUIPMENT. Assignor disclaims any liability for loss, AS PURCHASER DEEMS NECESSARY TO SATISFY ITSELF AS TO THE CONDITION OF THE PROPERTY AND THE EXISTENCE OR NONEXISTENCE OR CURATIVE ACTION TO BE TAKEN WITH RESPECT TO ANY HAZARDOUS OR TOXIC SUBSTANCES ON OR DISCHARGED FROM THE PROPERTYdamage or injury to third parties as a result of any defect, AND WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF SELLER OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETOlatent or otherwise, OTHER THAN SUCH REPRESENTATIONSin the Equipment whether arising from Assignor’s negligence or in strict liability. If the Equipment is unsatisfactory for any reason, WARRANTIES AND COVENANTS OF SELLER AS ARE EXPRESSLY SET FORTH IN THIS AGREEMENT. UPON CLOSINGthe Assignee shall make claim on the account thereof solely against the manufacturer, PURCHASER SHALL ASSUME THE RISK THAT ADVERSE MATTERSsupplier or dealer thereof, INCLUDING BUT NOT LIMITED TOand shall not make any claim on account thereof against Assignor, CONSTRUCTION DEFECTS AND ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONSor any of its shareholders, MAY NOT HAVE BEEN REVEALED BY PURCHASER’S INVESTIGATIONSdirectors, AND PURCHASERofficers, UPON CLOSINGagents or employees, SHALL BE DEEMED TO HAVE WAIVED, RELINQUISHED AND RELEASED SELLER (AND SELLER’S OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES AND AGENTS) FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION (INCLUDING CAUSES OF ACTION IN TORT), LOSSES, DAMAGES, LIABILITIES, COSTS AND EXPENSES (INCLUDING ATTORNEYS’ FEES AND COURT COSTS) OF ANY AND EVERY KIND OR CHARACTER, KNOWN OR UNKNOWN, WHICH PURCHASER MIGHT HAVE ASSERTED OR ALLEGED AGAINST SELLER (AND SELLER’S OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES AND AGENTS) AT ANY TIME BY REASON OF OR ARISING OUT OF ANY LATENT OR PATENT CONSTRUCTION DEFECTS OR PHYSICAL CONDITIONS, VIOLATIONS OF ANY APPLICABLE LAWS (INCLUDING, WITHOUT LIMITATION, ANY ENVIRONMENTAL LAWS AND THE ADA) AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS REGARDING THE PROPERTIES, EXCEPT TO THE EXTENT EXPRESSLY PROVIDED FOR ELSEWHERE HEREIN INCLUDING, WITHOUT LIMITATION, TO THE EXTENT PROVIDED IN SECTION 5.5 HEREOFand shall nevertheless pay to Assignor all consideration due to Assignor in connection herewith.

Disclaimers and Waivers. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENTExcept as expressly set forth in this Agreement (including but not limited to the reports and matters discussed in Section 4.12) and in the Access Agreement, IT IS UNDERSTOOD AND AGREED THAT SELLER IS NOT MAKING AND HAS NOT AT ANY TIME MADE ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTERit is understood and agreed that Sellers are not making and have not at any time made any representations or warranties of any kind or character, EXPRESSED OR IMPLIEDexpressed or implied, WITH RESPECT TO THE PROPERTYwith respect to the Acquired Property, INCLUDINGincluding, BUT NOT LIMITED TObut not limited to, ANY WARRANTIES OR REPRESENTATIONS AS TO HABITABILITYany representations or warranties as to habitability, MERCHANTABILITYmerchantability, FITNESS FOR A PARTICULAR PURPOSEfitness for particular purpose, TITLEtitle, ZONINGzoning, TAX CONSEQUENCEStax consequences, LATENT OR PATENT PHYSICAL OR ENVIRONMENTAL CONDITIONlatent or patent physical or environmental condition, UTILITIESutilities, OPERATING HISTORY OR PROJECTIONSoperating history or projections, VALUATIONvaluation, GOVERNMENTAL APPROVALSgovernmental approvals, THE COMPLIANCE OF THE PROPERTY WITH LAWSthe compliance of the Acquired Property with governmental Laws, THE TRUTHthe truth, ACCURACY OR COMPLETENESS OF ANY INFORMATION PROVIDED BY OR ON BEHALF OF SELLER TO PURCHASERaccuracy or completeness of the Environmental Reports or any other information provided by or on behalf of Sellers to Buyer, OR ANY OTHER MATTER OR THING REGARDING THE PROPERTYor any other matter or things regarding the Acquired Property. PURCHASER ACKNOWLEDGES AND AGREES THAT UPON CLOSING PURCHASER SHALL ACCEPT THE PROPERTY Buyer acknowledges and agrees that upon Closing, and subject to the terms of the Access Agreement, Sellers shall sell and convey to Buyer and Buyer shall accept the Acquired Property “AS ISas is, WHERE ISwhere is, WITH ALL FAULTSwith all faults,” EXCEPT TO THE EXTENT EXPRESSLY PROVIDED OTHERWISE IN THIS AGREEMENTexcept to the extent expressly provided otherwise in this Agreement. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENTBuyer has not relied and will not rely on, PURCHASER HAS NOT RELIED AND WILL NOT RELY ONand Sellers are not liable for or bound by, AND SELLER IS NOT LIABLE FOR OR BOUND BYany expressed or implied warranties, ANY EXPRESSED OR IMPLIED WARRANTIESguaranties, GUARANTIESstatements, STATEMENTSrepresentations or information pertaining to the Acquired Property or relating thereto made or furnished by Sellers, REPRESENTATIONS OR INFORMATION PERTAINING TO THE SHARES OR THE PROPERTIES OR RELATING THERETO (INCLUDING SPECIFICALLYthe manager of any Acquired Property, WITHOUT LIMITATIONor any real estate broker or agent or contractor or consultant representing or purporting to represent Sellers, PROPERTY INFORMATION PACKAGES DISTRIBUTED WITH RESPECT TO THE PROPERTY AND THE SHARES) MADE OR FURNISHED BY SELLER OR ANY REAL ESTATE BROKER OR AGENT REPRESENTING OR PURPORTING TO REPRESENT SELLERto whomever made or given, TO WHOMEVER MADE OR GIVENdirectly or indirectly, DIRECTLY OR INDIRECTLYorally or in writing, ORALLY OR IN WRITINGunless specifically set forth in this Agreement or in the Access Agreement. Sellers expressly acknowledge and agree that notwithstanding anything to the contrary contained in the disclaimers and waivers set forth herein, UNLESS SPECIFICALLY SET FORTH IN THIS AGREEMENTnone of such disclaimers or waivers shall in any way affect, diminish, waive or otherwise impair Buyer’s rights and remedies under the Access Agreement. PURCHASER BUYER REPRESENTS TO SELLER SELLERS THAT PURCHASER BUYER HAS CONDUCTED, OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS OF THE ACQUIRED PROPERTY, INCLUDING INCLUDING, BUT NOT LIMITED TO, THE PHYSICAL AND ENVIRONMENTAL CONDITIONS THEREOF, AS PURCHASER BUYER DEEMS NECESSARY TO SATISFY ITSELF AS TO THE CONDITION OF THE ACQUIRED PROPERTY AND THE EXISTENCE OR NONEXISTENCE OR CURATIVE ACTION TO BE TAKEN WITH RESPECT TO ANY HAZARDOUS OR TOXIC SUBSTANCES MATERIALS ON OR DISCHARGED FROM THE ACQUIRED PROPERTY, AND WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF SELLER SELLERS OR ITS THEIR RESPECTIVE AGENTS OR EMPLOYEES WITH RESPECT THERETO, OTHER THAN SUCH REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER SELLERS AS ARE EXPRESSLY SET FORTH IN THIS AGREEMENT AND THE ACCESS AGREEMENT. EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT OR THE ACCESS AGREEMENT, UPON CLOSING, PURCHASER ON BEHALF OF ITSELF, SUCCESSORS AND ASSIGNS, BUYER SHALL ASSUME THE RISK THAT ADVERSE MATTERS, INCLUDING INCLUDING, BUT NOT LIMITED TO, CONSTRUCTION DEFECTS AND ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS, MAY NOT HAVE BEEN REVEALED BY PURCHASERBUYER’S INVESTIGATIONS, AND PURCHASERBUYER, UPON CLOSING, SHALL BE DEEMED TO HAVE WAIVED, RELINQUISHED AND RELEASED SELLER SELLERS (AND SELLER’S SELLERS’ RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES AND AGENTS) FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION (INCLUDING CAUSES OF ACTION IN TORT), LOSSES, DAMAGES, LIABILITIES, COSTS AND EXPENSES (INCLUDING OUT-OF-POCKET EXPENSES, REASONABLE ATTORNEYS’, EXPERTS’ AND ACCOUNTANTS’ FEES AND COURT COSTSOTHER DISBURSEMENTS AND COSTS OF INVESTIGATION OR DEFENSE) OF ANY AND EVERY KIND OR CHARACTER, KNOWN OR UNKNOWN, WHICH PURCHASER BUYER MIGHT HAVE ASSERTED OR ALLEGED AGAINST SELLER SELLERS (AND SELLER’S SELLERS’ RESPECTIVE AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES AND AGENTS) AT ANY TIME BY REASON OF OR ARISING OUT OF ANY LATENT OR PATENT CONSTRUCTION DEFECTS OR PHYSICAL CONDITIONS, VIOLATIONS OF OR LIABILITY UNDER ANY APPLICABLE LAWS (INCLUDING, WITHOUT LIMITATION, ANY ENVIRONMENTAL LAWS AND THE ADAHAZARDOUS MATERIALS LAWS) AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS REGARDING THE PROPERTIESACQUIRED PROPERTY. THE FOREGOING RELEASE SHALL NOT EXCUSE (Y) SELLERS’ EXPRESS OBLIGATIONS UNDER THIS AGREEMENT OR THE ACCESS AGREEMENT, OR (Z) BREACHES OF SELLERS’ REPRESENTATIONS OR WARRANTIES FOR WHICH A CLAIM IS TIMELY DELIVERED. EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT AND THE ACCESS AGREEMENT, BUYER HEREBY RELEASES SELLERS (AND SELLERS’ RESPECTIVE AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES AND AGENTS) FROM ANY AND ALL CLAIMS, LOSSES, LIABILITIES, COSTS OR DAMAGES THAT BUYER MAY SUFFER ARISING FROM ANY HAZARDOUS MATERIALS IDENTIFIED OR DISCOVERED ON, IN, OR UNDER THE ACQUIRED PROPERTY AFTER THE CLOSING DATE. AS PART OF THE PROVISIONS OF THIS SECTION 12.12, BUT NOT AS A LIMITATION THEREON, BUYER HEREBY AGREES, REPRESENTS AND WARRANTS THAT, EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT OR THE ACCESS AGREEMENT, THE MATTERS RELEASED HEREIN ARE NOT LIMITED TO MATTERS WHICH ARE KNOWN OR DISCLOSED, AND BUYER HEREBY WAIVES WITH RESPECT TO THE EXTENT EXPRESSLY PROVIDED FOR ELSEWHERE MATTERS RELEASED HEREIN ANY AND ALL RIGHTS AND BENEFITS WHICH IT NOW HAS, OR IN THE FUTURE MAY HAVE CONFERRED UPON IT, BY VIRTUE OF THE PROVISIONS OF FEDERAL, STATE OR LOCAL LAW, RULES OF REGULATIONS, INCLUDING, WITHOUT LIMITATION, SECTION 1542 OF THE CIVIL CODE OF THE STATE OF CALIFORNIA, WHICH PROVIDES AS FOLLOWS: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE EXTENT PROVIDED CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN SECTION 5.5 HEREOFHIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.