Common use of As-Is Purchase Clause in Contracts

As-Is Purchase. Buyer acknowledges that it is purchasing the Property in reliance solely on: (i) Buyer's inspection of the Real Property, the Personal Property and the Improvements; (ii) Buyer's independent verification of the truth of any documents made available to Buyer; and (iii) the opinions and advice concerning the Property of consultants and attorneys engaged by Buyer. Buyer acknowledges that before the expiration of the Due Diligence Period, Buyer will have performed all of its due diligence investigations of and with respect to the Property as Buyer deems appropriate, including engineering studies, soils tests, environmental surveys and testing, physical inspections, TLTA or other surveys, and market analyses as well as Buyer's evaluation of the condition and status of the Personal Property and Improvements and the operation and future prospects of the Property. On the Close of Escrow, Buyer accepts the Property and all matters relating to the Property in their "as is" condition or status as of the Closing Date, including such matters as: soils and geological condition, topography, area and configuration of the Real Property; the age and condition of the Improvements and Personal Property; the existence of any hazardous or toxic substances or materials, construction defects or other matters which would or could necessitate abatement or remediation action by the Property's owner; any physical or mechanical defects in the Improvements or Personal Property; any easement, license or encroachment which is not a matter of public record, whether or not visible upon inspection of the Property; the zoning and other land use regulations applicable to the Property; and any other matter relating to the Property including, but not limited to, value, title, income, feasibility, cost, marketing and investment return. Buyer acknowledges and agrees that Seller is not making any express or implied warranties or representations of any kind or character with respect to the Property. Buyer warrants and represents that it has not relied upon and will not rely upon, either directly or indirectly, any warranty or representation of Seller not explicitly set forth in this Agreement.

As-Is Purchase. Buyer acknowledges hereby represents and warrants and agrees that it is purchasing (a) except as explicitly set forth herein or in any document executed and delivered by Seller at Closing, there are no representations or warranties of any kind whatsoever, express or implied, made by Seller its agents or its representatives in connection with this Agreement, the purchase of the Property in reliance solely on: (i) by Buyer's inspection , the physical condition of the Real Property, the Personal square footage or configuration of the Property and or whether the ImprovementsProperty complies with applicable laws or is appropriate for Buyer’s intended use; (iib) on or prior to the Contingency Date and if Buyer's independent verification of ’s clears contingencies then continuing through the truth of any documents made available to Buyer; and (iii) the opinions and advice concerning the Property of consultants and attorneys engaged by Buyer. Buyer acknowledges that before the expiration of the Due Diligence PeriodClosing Date, Buyer will have performed all of its due diligence investigations of and with respect (or will have chosen not to the Property as Buyer deems appropriate, including engineering studies, soils tests, environmental surveys and testing, physical inspections, TLTA or other surveys, and market analyses as well as Buyer's evaluation of the condition and status of the Personal Property and Improvements and the operation and future prospects of the Property. On the Close of Escrow, Buyer accepts have) fully investigated the Property and all matters pertaining thereto; (c) except as explicitly set forth herein or in any document executed and delivered by Seller at Closing, Buyer is not relying on any statement or representation of Seller, its agents or its representatives or on any information supplied by Seller, its agents or its representatives; (d) except for the representations , warranties and covenants of Seller set forth herein or in any document executed and delivered by Seller at Closing, Buyer, in entering into this Agreement and in completing its purchase of the Property, is relying entirely on its own investigation of the Property; (e) on or prior to the Contingency Date and if Buyer’s clears contingencies then continuing through the Closing Date, Buyer will be aware (or will have chosen not to be aware) of all zoning regulations, other governmental requirements, site and physical conditions, and other matters affecting the use and condition of the Property; (f) except for the representations, warranties and covenants of Seller set forth herein or in any document executed and delivered by Seller at Closing, Buyer’s election to proceed with the purchase the Property following the Contingency Date on the terms and conditions hereof shall be made solely and exclusively in reliance on Buyer’s own review, inspection and investigation of the Property and of materials, documents, information and studies relating to the Property or the condition of title thereto (including, without limitation, any information obtained through Buyer’s Investigations and/or Physical Testing of the Property); and (g) Buyer shall purchase the Property in their "as is" its “AS-IS” condition or status as of the date of Closing Datewith no warranties, including such matters as: soils and geological conditionexpress or implied, topographyat law or in equity, area and configuration of the Real Property; the age and condition of the Improvements and Personal Property; the existence of any hazardous or toxic substances or materials, construction defects or other matters which would or could necessitate abatement or remediation action by the Property's owner; any physical or mechanical defects in the Improvements or Personal Property; any easement, license or encroachment which is not a matter of public record, whether or not visible upon inspection of the Property; the zoning and other land use regulations applicable to the Property; and any other matter relating to the Property including, but not limited to, value, title, income, feasibility, cost, marketing and investment return. Buyer acknowledges and agrees that Seller is not making any express or implied warranties or representations of any kind or character with respect to the Property. Buyer warrants and represents that it has not relied upon and will not rely upon, either directly or indirectlywithout limitation, any warranty of condition, habitability, merchantability or representation of Seller not explicitly fitness for a particular purpose other than Seller’s representations and warranties as expressly set forth in this AgreementSection 7.1 above or in any document executed and delivered by Seller at Closing.

As-Is Purchase. Buyer acknowledges that it is purchasing the Property in reliance solely on: (a) Purchaser acknowledges, represents and warrants (i) Buyer's that any information ("INFORMATION") supplied or made available by Seller, whether written or oral, or in the form of maps, surveys, plats, soil reports, engineering studies, environmental studies, inspection reports, plans, specifications or any other information whatsoever, without exception, pertaining to the Real Estate, any and all records, and other documents pertaining to the use and occupancy of the Real PropertyEstate, income thereof, the Personal Property cost and expense of maintenance thereof, and any and all other matters concerning the Improvementscondition, suitability, integrity, marketability, compliance with law, or other attributes or aspects of the Real Estate, or any part thereof, is furnished to Purchaser solely as a courtesy and shall not constitute a representation or warranty of Seller; (ii) Buyer's independent verification of the truth of any documents made available to BuyerTHE INFORMATION IS PROVIDED, AND THE REAL ESTATE IS PURCHASED, ON AN AS-IS WHERE-IS BASIS AND SELLER MAKES NO REPRESENTATION, EXPRESS OR IMPLIED, OR ARISING BY OPERATION OF LAW OR OTHERWISE, INCLUDING BUT IN NO WAY LIMITED TO, ANY WARRANTY OF CONDITION, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE AS TO THE INFORMATION OR THE REAL ESTATE; and (iii) other than the opinions representations, covenants and advice concerning the Property of consultants agreements made and attorneys engaged by Buyer. Buyer acknowledges that before the expiration of the Due Diligence Period, Buyer will have performed all of its due diligence investigations of and with respect to the Property as Buyer deems appropriate, including engineering studies, soils tests, environmental surveys and testing, physical inspections, TLTA or other surveys, and market analyses as well as Buyer's evaluation of the condition and status of the Personal Property and Improvements and the operation and future prospects of the Property. On the Close of Escrow, Buyer accepts the Property and all matters relating to the Property in their "as is" condition or status as of the Closing Date, including such matters as: soils and geological condition, topography, area and configuration of the Real Property; the age and condition of the Improvements and Personal Property; the existence of any hazardous or toxic substances or materials, construction defects or other matters which would or could necessitate abatement or remediation action by the Property's owner; any physical or mechanical defects in the Improvements or Personal Property; any easement, license or encroachment which is not a matter of public record, whether or not visible upon inspection of the Property; the zoning and other land use regulations applicable to the Property; and any other matter relating to the Property including, but not limited to, value, title, income, feasibility, cost, marketing and investment return. Buyer acknowledges and agrees that Seller is not making any express or implied warranties or representations of any kind or character with respect to the Property. Buyer warrants and represents that it has not relied upon and will not rely upon, either directly or indirectly, any warranty or representation of Seller not explicitly specifically set forth in this Agreement, no representations, whether written or oral, have been made by Seller, or its agents or employees in order to induce Purchaser to enter into this Agreement. Without limiting the generality of the foregoing, Purchaser acknowledges, warrants and represents to Seller that neither Seller nor its agents or employees have made any representations or statements, whether written or oral, to Purchaser concerning the investment potential, suitability for Purchaser’s intended use, operation, or resale of the Real Estate at any future date, at a profit or otherwise, nor has Seller or its agents or employees rendered any advice or expressed any opinion to Purchaser regarding any tax consequences of ownership of the Real Estate.

As-Is Purchase. Except as otherwise provided in this Agreement, Buyer agrees that, there are no representations or warranties made by, or on behalf of, Seller in connection with this Agreement or as to any matters concerning the Property, including but not limited to the condition, acreage, topography, climate, water, water rights, utilities, present or future zoning or entitlement, soil, subsoil, hazardous materials (including without limitation asbestos), the purpose for which the Property is suited, drainage, access to public roads, proposed routes of roads or extensions thereof. The Property will be sold by Seller and purchased by Buyer “AS IS AND WITH ALL FAULTS” and without representation by Seller, and no patent or latent condition affecting the Property in any way, whether known or unknown, discoverable or hereafter discovered, shall affect any of Buyer’s obligations contained in this Agreement or give rise to any right of damages, liability, claim, rescission or otherwise against Seller, except as otherwise provided herein. Buyer is an experienced and knowledgeable Nevada public charter school and will be relying solely upon Buyer’s own inspections, investigations and analysis of the Property in purchasing the Property, and except as otherwise provided in this Agreement, is not relying in any way upon any representations, statements, agreements, warranties, studies, reports, descriptions, guidelines or other information or material furnished by Seller or its representatives, whether oral or written, express or implied, of any nature whatsoever regarding any of the foregoing matters. Buyer specifically acknowledges and agrees that it Seller is selling and Buyer is purchasing the Property on an “AS IS, WITH ALL FAULTS” basis and that Buyer is not relying on any representations or warranties of any kind whatsoever, express or implied, from Seller, its agents or brokers as to any matters concerning the Property, except as expressly set forth in reliance solely onthis Agreement, including, without limitation: (i) Buyer's inspection of the Real Propertyquality, the Personal Property nature, adequacy and the Improvements; (ii) Buyer's independent verification of the truth of any documents made available to Buyer; and (iii) the opinions and advice concerning the Property of consultants and attorneys engaged by Buyer. Buyer acknowledges that before the expiration of the Due Diligence Period, Buyer will have performed all of its due diligence investigations of and with respect to the Property as Buyer deems appropriate, including engineering studies, soils tests, environmental surveys and testing, physical inspections, TLTA or other surveys, and market analyses as well as Buyer's evaluation of the condition and status of the Personal Property and Improvements and the operation and future prospects aspects of the Property. On the Close of Escrow, Buyer accepts the Property and all matters relating to the Property in their "as is" condition or status as of the Closing Date, including such matters as: soils and geological condition, topography, area and configuration of the Real Property; the age and condition of the Improvements and Personal Property; the existence of any hazardous or toxic substances or materials, construction defects or other matters which would or could necessitate abatement or remediation action by the Property's owner; any physical or mechanical defects in the Improvements or Personal Property; any easement, license or encroachment which is not a matter of public record, whether or not visible upon inspection of the Property; the zoning and other land use regulations applicable to the Property; and any other matter relating to the Property including, but not limited to, valueappurtenances, titleaccess, incomesewage and utility systems, feasibilityand the square footage of the Property, cost(ii) the quality, marketing nature, adequacy, and investment returnphysical condition of soils, geology and any groundwater, (iii) the existence, quality, nature, adequacy and physical condition of utilities serving the Property, (iv) the development potential of the Property, and the Property’s use, habitability, merchantability, or fitness, suitability, value or adequacy of the Property for any particular purpose, (v) the zoning or other legal status of the Property or any other public or private restrictions on use of the Property; (vi) the compliance of the Property with any applicable codes, laws, regulations, statutes, ordinances, covenants, conditions and restrictions of any governmental or quasi-governmental entity or of any other person or entity, including without limitation Buyer’s ability or inability to obtain or maintain building permits, either temporary or final certificates of occupancy or other licenses for the use or operation of the Property, and/or certificates of compliance for the Property, (vii) the presence of hazardous materials on, under or about the Property or the adjoining or neighboring property, and (viii) the economics of the Property, including without limitation the actual or potential income or profits to be derived from the Property and the real estate taxes or assessments now or hereafter payable thereon. Buyer acknowledges agrees that, other than as expressly stated herein, there are no representations or warranties made by or on behalf of Seller in connection with this Agreement, related documents, assignments or conveyances related to this transaction, or any other matters concerning the Property, including but not limited to the condition, acreage, topography, climate, utilities, seisin, possession, present or future zoning or entitlements, soil, subsoil, hazardous materials (including without limitation asbestos), the Deed, the purposes for which the Property is suited, drainage, access to public roads, proposed routes of roads or extensions thereof. As used in this Agreement, “applicable codes, laws, regulations, statutes” and agrees that Seller is not making any express “ordinances” include without limitation the Americans With Disabilities Act (42 U.S.C. Section 12101, et seq.), the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (42 U.S.C. Sections 6901, et seq.); the Resources Conservation and Recovery Act of 1976 (42 U.S.C. Section 6901, et seq.); The Clean Water Act (33 U.S.C. Section 1251, et seq.); the Safe Drinking Water Act (14 U.S.C. Section 1401, et seq.); the Hazardous Materials Transportation Act (49 U.S.C. Section 1801, et seq.); the Toxic Substance Control Act (15 U.S.C. Section 2601, et seq.); and all similar and related United States or implied warranties other applicable Nevada laws regarding or representations of any kind or character with respect to affecting the Property. Buyer warrants and represents that it has not relied upon and will not rely uponAlso, either directly or indirectly, any warranty or representation of Seller not explicitly set forth as used in this AgreementAgreement “hazardous materials” shall mean any substance, water or material which has been determined by any state, federal or local government authority to be capable of posing a risk or injury to health, safety and property, including, but not limited to, all of those materials, wastes and substances, designated as hazardous or toxic by U.S. Environmental Protection Agency, the U.S. Department of Labor, and the U.S. Department of Transportation and/or any other governmental agency now or hereafter authorized to regulate.

As-Is Purchase. Buyer acknowledges that it is purchasing Except for the representations and warranties expressly set forth above in Section 8.1.1, the Property in reliance solely on: (i) Buyer's inspection is expressly purchased and sold "AS IS," "WHERE IS," and "WITH ALL FAULTS." The Purchase Price and the terms and conditions set forth herein are the result of arm's-length bargaining between entities familiar with transactions of this kind, and said price, terms and conditions reflect the fact that Purchaser shall have the benefit of, and is relying upon, no information representationslor,warranties,sexpressoorrimplied,nmade byaormenforceable directly against Seller, including, without limitation, any relating to the value of the Real Property, the Personal Property and the Improvements; (ii) Buyer's independent verification of the truth of any documents made available to Buyer; and (iii) the opinions and advice concerning the Property of consultants and attorneys engaged by Buyer. Buyer acknowledges that before the expiration of the Due Diligence Period, Buyer will have performed all of its due diligence investigations of and with respect to the Property as Buyer deems appropriate, including engineering studies, soils tests, physical or environmental surveys and testing, physical inspections, TLTA or other surveys, and market analyses as well as Buyer's evaluation of the condition and status of the Personal Property and Improvements and the operation and future prospects of the Property. On , the Close state, federal, county or local law, ordinance, order, permit or suitability, compliance or lack of Escrow, Buyer accepts compliance of the Property and all matters with any regulation, or any other attribute or matter of or relating to the Property (other than any covenants of title contained in their "the deeds conveying the Property and the representations set forth above). Purchaser represents and warrants that as is" condition or status of the date hereof and as of the Closing Date, including it has and shall have reviewed and conducted such matters as: soils independent analyses, studies, reports, investigations and geological condition, topography, area and configuration of the Real Property; the age and condition of the Improvements and Personal Property; the existence of any hazardous or toxic substances or materials, construction defects or other matters which would or could necessitate abatement or remediation action by inspections as it deems appropriate in connection with the Property's owner; . If Seller provides or has provided any physical documents, opinions or mechanical defects in the Improvements work product of consultants, surveyors, architects, engineers, title companies, governmental authorities or Personal Property; any easement, license or encroachment which is not a matter of public record, whether or not visible upon inspection of the Property; the zoning and other land use regulations applicable to the Property; and any other matter relating to the Property including, but not limited to, value, title, income, feasibility, cost, marketing and investment return. Buyer acknowledges and agrees that Seller is not making any express person or implied warranties or representations of any kind or character entity with respect to the Property. Buyer warrants , Purchaser and represents Seller agree that it Seller has not relied upon and will done so or shall do so only for the convenience of both parties, Purchaser shall not rely uponthereon and the reliance by Purchaser upon any such documents, either directly opinions or indirectlywork product shall not create or give rise to any liability of or against Seller, Seller's partners or affiliates or any of their respective partners, officers, directors, participants, employees, contractors, attorneys, consultants, representatives, agents, successors, assigns or predecessors-in-interest. Purchaser shall rely only upon any title insurance obtained by Purchaser with respect to title to the Property. Purchaser acknowledges and agrees that no representation has been made and no responsibility is assumed by Seller with respect to current and future applicable zoning or building code requirements or the compliance of the Property with any other laws, rules, ordinances or regulations, the financial earning capacity or expense history of the Property, the continuation of contracts, continued occupancy levels of the Property, or any part thereof, or the continued occupancy by Tenants or, without limiting any of the foregoing, occupancy at Closing. Prior to Closing, Seller shall have the right, but not the obligation, to enforce its rights against any and all Property occupants, guests, or Tenants. Purchaser agrees that the departure or removal, prior to Closing, of any such guests, occupants or Tenants shall not be the basis for, nor shall it give rise to, any warranty claim on the part of Purchaser, nor shall it affect the obligations of Purchaser under this Purchase Contract in any manner whatsoever; and Purchaser shall close the transaction described herein and accept delivery of the Deed with or without such tenants in possession and without any allowance or reduction in the Purchase Price. Purchaser hereby releases Seller from any and all claims and liabilities relating to the foregoing matters, except as provided in Section 8.1.3 below. 8.1.3 Survival. Seller and Purchaser agree that those representations contained in Section 8.1.1 shall survive Closing for a period of one (1) year (that is, any proceeding based on the breach of a representation contained in Section 8.1.1 that survives Closing must be commenced within one (1) year subsequent to the date of such representation). In the event that Seller breaches any representation contained in Section 8.1.1 and Purchaser had knowledge of such breach, Purchaser shall be deemed to have waived any right of recovery and Seller shall not have any liability in connection therewith. 8.1.4 Definition of "Knowledge". Representations and warranties above made to the knowledge of Seller shall not explicitly set forth in be deemed to imply any duty of inquiry. For purposes of this Agreement.Purchase Contract, the term Seller's "knowledge" shall mean and refer to only actual knowledge of the Designated Representative (as hereinafter defined) of the Seller and shall not be construed to refer to the knowledge of any other partner, officer, director, agent, employee or representative of the Seller, or any affiliate of the Seller, or to impose upon such Designated Representative any duty to investigate the matter to which such actual knowledge or the absence thereof pertains, or to impose upon such Designated Representative any individual personal liability. As used herein, the term .Designated Representative. shall refer to James R. Green. 8.2

As-Is Purchase. Except as otherwise provided in this Agreement, Buyer agrees that, there are no representations or warranties made by, or on behalf of, Seller in connection with this Agreement or as to any matters concerning the Property, including but not limited to the condition, acreage, topography, climate, water, water rights, utilities, present or future zoning or entitlement, soil, subsoil, hazardous materials (including without limitation asbestos), the purpose for which the Property is suited, drainage, access to public roads, proposed routes of roads or extensions thereof. The Property will be sold by Seller and purchased by Buyer “AS IS AND WITH ALL FAULTS” and without representation by Seller, and no patent or latent condition affecting the Property in any way, whether known or unknown, discoverable or hereafter discovered, shall affect any of Buyer’s obligations contained in this Agreement or give rise to any right of damages, liability, claim, rescission or otherwise against Seller, except as otherwise provided herein. Buyer is an experienced and knowledgeable Nevada public charter school and will be relying solely upon Xxxxx’s own inspections, investigations and analysis of the Property in purchasing the Property, and except as otherwise provided in this Agreement, is not relying in any way upon any representations, statements, agreements, warranties, studies, reports, descriptions, guidelines or other information or material furnished by Seller or its representatives, whether oral or written, express or implied, of any nature whatsoever regarding any of the foregoing matters. Buyer specifically acknowledges and agrees that it Seller is selling and Buyer is purchasing the Property on an “AS IS, WITH ALL FAULTS” basis and that Buyer is not relying on any representations or warranties of any kind whatsoever, express or implied, from Seller, its agents or brokers as to any matters concerning the Property, except as expressly set forth in reliance solely onthis Agreement, including, without limitation: (i) Buyer's inspection of the Real Propertyquality, the Personal Property nature, adequacy and the Improvements; (ii) Buyer's independent verification of the truth of any documents made available to Buyer; and (iii) the opinions and advice concerning the Property of consultants and attorneys engaged by Buyer. Buyer acknowledges that before the expiration of the Due Diligence Period, Buyer will have performed all of its due diligence investigations of and with respect to the Property as Buyer deems appropriate, including engineering studies, soils tests, environmental surveys and testing, physical inspections, TLTA or other surveys, and market analyses as well as Buyer's evaluation of the condition and status of the Personal Property and Improvements and the operation and future prospects aspects of the Property. On the Close of Escrow, Buyer accepts the Property and all matters relating to the Property in their "as is" condition or status as of the Closing Date, including such matters as: soils and geological condition, topography, area and configuration of the Real Property; the age and condition of the Improvements and Personal Property; the existence of any hazardous or toxic substances or materials, construction defects or other matters which would or could necessitate abatement or remediation action by the Property's owner; any physical or mechanical defects in the Improvements or Personal Property; any easement, license or encroachment which is not a matter of public record, whether or not visible upon inspection of the Property; the zoning and other land use regulations applicable to the Property; and any other matter relating to the Property including, but not limited to, valueappurtenances, titleaccess, incomesewage and utility systems, feasibilityand the square footage of the Property, cost(ii) the quality, marketing nature, adequacy, and investment returnphysical condition of soils, geology and any groundwater, (iii) the existence, quality, nature, adequacy and physical condition of utilities serving the Property, (iv) the development potential of the Property, and the Property’s use, habitability, merchantability, or fitness, suitability, value or adequacy of the Property for any particular purpose, (v) the zoning or other legal status of the Property or any other public or private restrictions on use of the Property; (vi) the compliance of the Property with any applicable codes, laws, regulations, statutes, ordinances, covenants, conditions and restrictions of any governmental or quasi-governmental entity or of any other person or entity, including without limitation Buyer’s ability or inability to obtain or maintain building permits, either temporary or final certificates of occupancy or other licenses for the use or operation of the Property, and/or certificates of compliance for the Property, (vii) the presence of hazardous materials on, under or about the Property or the adjoining or neighboring property, and (viii) the economics of the Property, including without limitation the actual or potential income or profits to be derived from the Property and the real estate taxes or assessments now or hereafter payable thereon. Buyer acknowledges agrees that, other than as expressly stated herein, there are no representations or warranties made by or on behalf of Seller in connection with this Agreement, related documents, assignments or conveyances related to this transaction, or any other matters concerning the Property, including but not limited to the condition, acreage, topography, climate, utilities, seisin, possession, present or future zoning or entitlements, soil, subsoil, hazardous materials (including without limitation asbestos), the Deed, the purposes for which the Property is suited, drainage, access to public roads, proposed routes of roads or extensions thereof. As used in this Agreement, “applicable codes, laws, regulations, statutes” and agrees that Seller is not making any express “ordinances” include without limitation the Americans With Disabilities Act (42 U.S.C. Section 12101, et seq.), the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (42 U.S.C. Sections 6901, et seq.); the Resources Conservation and Recovery Act of 1976 (42 U.S.C. Section 6901, et seq.); The Clean Water Act (33 U.S.C. Section 1251, et seq.); the Safe Drinking Water Act (14 U.S.C. Section 1401, et seq.); the Hazardous Materials Transportation Act (49 U.S.C. Section 1801, et seq.); the Toxic Substance Control Act (15 U.S.C. Section 2601, et seq.); and all similar and related United States or implied warranties other applicable Nevada laws regarding or representations of any kind or character with respect to affecting the Property. Buyer warrants and represents that it has not relied upon and will not rely uponAlso, either directly or indirectly, any warranty or representation of Seller not explicitly set forth as used in this AgreementAgreement “hazardous materials” shall mean any substance, water or material which has been determined by any state, federal or local government authority to be capable of posing a risk or injury to health, safety and property, including, but not limited to, all of those materials, wastes and substances, designated as hazardous or toxic by U.S. Environmental Protection Agency, the U.S. Department of Labor, and the U.S. Department of Transportation and/or any other governmental agency now or hereafter authorized to regulate.

As-Is Purchase. Buyer acknowledges represents and warrants to Seller that it is purchasing Buyer has independently and personally inspected the Property and improvements, if any, and the Buyer has entered into this Agreement based upon such personal examination and inspection. Except for the representations made by Seller in reliance solely on: (i) this Agreement or as otherwise set forth herein, Buyer agrees that Buyer will accept the Property, at Close of Escrow, in its then condition, AS-IS, WHERE-IS and WITH ALL FAULTS ACCEPTED, including without limitation, those faults and conditions specifically referenced in this Agreement. The Purchase Price has been negotiated with the mutual understanding that Buyer's inspection costs associated with ownership, development, operation and management of the Real Property, the Personal Property and the Improvements; (ii) Buyer's independent verification of the truth of any documents made available to Buyer; and (iii) the opinions and advice concerning the Property of consultants and attorneys engaged by Buyerare uncertain. Buyer acknowledges that before the expiration neither Seller nor its agents have made any representation or warranty (except for those set forth above), express or implied, written or oral, to Buyer or any agent of the Due Diligence Period, Buyer will have performed all of its due diligence investigations of and with respect to any matter concerning the Property, including without limitation, its physical condition. Buyer acknowledges that neither Seller nor its agents have made any representation or warranty to Buyer concerning the income that can be expected from the Property as Buyer deems appropriateor expenses to be generated by operation, including engineering studiesdevelopment, soils tests, environmental surveys and testing, physical inspections, TLTA or other surveys, and market analyses as well as Buyer's evaluation of the condition and status of the Personal Property and Improvements and the operation and future prospects management of the Property. On In purchasing the Close of EscrowProperty, Buyer accepts conducted a thorough inspection and review of the Property and all matters relating subject to the Property in their "as is" condition or status as terms of this Agreement, has relied entirely on its own independent investigation and analysis of the Closing Date, including such matters as: soils Property and geological condition, topography, area and configuration of the Real Property; the age and condition of the Improvements and Personal Property; the existence of any hazardous or toxic substances or materials, construction defects or other matters which would or could necessitate abatement or remediation action by the Property's owner; any physical or mechanical defects in the Improvements or Personal Property; any easement, license or encroachment which is not a matter of public record, whether or not visible upon inspection of the Property; the zoning and other land use regulations applicable to the Property; and any other matter relating to the Property including, but not limited to, value, title, income, feasibility, cost, marketing and investment return. Buyer acknowledges and agrees that Seller is not making any express or implied warranties or representations of any kind or character with respect to the Property. Buyer warrants and represents that it has not relied upon and will not rely upon, either directly or indirectly, any warranty or representation of Seller not explicitly except as expressly set forth in this Agreement, (i) Seller has not made any representation or warranty, expressed or implied, written or oral, to Buyer concerning any of the matters described above, or any other matter, and (ii) any oral or written information supplied by Seller to Buyer in respect of the Property was intended by Seller and has been used by Buyer solely as a basis for Buyer to conduct its own investigation and analysis of the Property and except as expressly set forth in this Agreement, Buyer has not relied on any such written or oral information supplied or provided by Seller to Buyer. It is not contemplated that the Purchase Price will be increased it these costs prove to be less than expected nor will the Purchase Price be reduced if the Buyer's plan leads to higher cost projections. The sole remedy of the Buyer will be to terminate this Agreement as provided herein prior to the end of the Contingency Period.

As-Is Purchase. As a material inducement to Seller to execute this Agreement, Buyer acknowledges that it is purchasing the Property acknowledges, represents and warrants that, subject to and in reliance solely on: on the representations and warranties of Seller set forth in this Section 11, upon the satisfaction or waiver of the Contingencies (i) Buyer's inspection of the Real Property, the Personal Property and the Improvements; (ii) Buyer's independent verification of the truth of any documents made available to Buyer; and (iii) the opinions and advice concerning the Property of consultants and attorneys engaged by Buyer. Buyer acknowledges that before the expiration of the Due Diligence Period, Buyer will have performed all of its due diligence investigations of fully examined and inspected the Property, together with the Review Materials and such other documents and materials with respect to the Property as which Buyer deems appropriate, including engineering studies, soils tests, environmental surveys necessary or appropriate in connection with its investigation and testing, physical inspections, TLTA or other surveys, and market analyses as well as Buyer's evaluation of the condition and status of the Personal Property and Improvements and the operation and future prospects examination of the Property. On , (ii) Buyer will have accepted the Close of Escrow, Buyer accepts foregoing and the Property and all matters relating to the Property in their "as is" condition or status as of the Closing Date, including such matters as: soils and geological physical condition, topographyvalue, area presence/absence of Hazardous Substances, financing status, use, leasing, operation, tax status, income and configuration of the Real Property; the age and condition of the Improvements and Personal Property; the existence of any hazardous or toxic substances or materials, construction defects or other matters which would or could necessitate abatement or remediation action by the Property's owner; any physical or mechanical defects in the Improvements or Personal Property; any easement, license or encroachment which is not a matter of public record, whether or not visible upon inspection expenses of the Property; the zoning and other land use regulations applicable to the Property; and any other matter relating to the Property including, but not limited to, value, title, income, feasibility, cost, marketing and investment return. Buyer acknowledges and agrees that Seller is not making any express or implied warranties or representations of any kind or character (iii) except with respect to the Property. Buyer warrants Seller's representations and represents that it has not relied upon and will not rely upon, either directly or indirectly, any warranty or representation of Seller not explicitly warranties as set forth in this Section 11 (subject to the limitations set forth in this Section 11, including, without limitation, in subsections l and m), the Property will be purchased by Buyer "AS IS" and "WHERE IS" and with all faults and, upon Closing, Buyer shall assume responsibility for the physical condition of the Property and (iv) Buyer will have decided to purchase the Property solely on the basis of its own independent investigation. Except as expressly set forth herein or in Seller's Documents, Seller has not made, does not make, and has not authorized anyone else to make any representation as to the present or future physical condition, value, presence/absence of Hazardous Substances, financing status, leasing, operation, use, tax status, income and expenses or any other matter or thing pertaining to the Property, and Buyer acknowledges that no such representation or warranty has been made and that in entering into this Agreement it does not rely on any representation or warranty other than those expressly set forth in this Agreement or in Seller's Documents. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN SELLER'S DOCUMENTS, SELLER MAKES NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED OR ARISING BY OPERATION OF LAW, INCLUDING, WITHOUT LIMITATION, ANY WAY OF CONDITION, HABITABILITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTY. Seller shall not be liable for or bound by any verbal or written statements, representations, real estate broker's "setups" or information pertaining to the Property furnished by any real estate broker, agent, employee, servant or any other person unless the same are specifically set forth in this Agreement or in Seller's Documents. The provisions of this Section l1.j. shall survive the Closing. If Buyer shall proceed to Closing with actual knowledge of any matter, or as to any matter set forth in the Review Materials which is in conflict with any of Seller's representations, warranties or indemnities made in this Agreement, Buyer shall be deemed to have waived such Seller's representations, warranties or indemnities to the extent inconsistent with such actual knowledge or the contents of such Review Materials.

As-Is Purchase. Buyer acknowledges hereby represents and warrants and agrees that it is purchasing (a) except as explicitly set forth herein, there are no representations or warranties of any kind whatsoever, express or implied, made by Seller its agents or its representatives in connection with this Agreement, the purchase of the Property in reliance solely on: (i) by Buyer's inspection , the physical condition of the Real Property, the Personal square footage or configuration of the Property and or whether the ImprovementsProperty complies with applicable laws or is appropriate for Buyer’s intended use; (iib) Buyer's independent verification of on or prior to the truth of any documents made available to Buyer; and (iii) the opinions and advice concerning the Property of consultants and attorneys engaged by Buyer. Buyer acknowledges that before the expiration of the Due Diligence PeriodContingency Date, Buyer will have performed all of its due diligence investigations of and with respect (or will have chosen not to the Property as Buyer deems appropriate, including engineering studies, soils tests, environmental surveys and testing, physical inspections, TLTA or other surveys, and market analyses as well as Buyer's evaluation of the condition and status of the Personal Property and Improvements and the operation and future prospects of the Property. On the Close of Escrow, Buyer accepts have) fully investigated the Property and all matters pertaining thereto; (c) except as explicitly set forth herein, Buyer is not relying on any statement or representation of Seller, its agents or its representatives or on any information supplied by Seller, its agents or its representatives; (d) except for the representations or warranties of Seller set forth herein, Buyer, in entering into this Agreement and in completing its purchase of the Property, is relying entirely on its own investigation of the Property based on its extensive experience in and knowledge of real property in the areas where the Property is located; (e) on or prior to the Contingency Date, Buyer will be aware (or will have chosen not to be aware) of all zoning regulations, other governmental requirements, site and physical conditions, and other matters affecting the use and condition of the Property; (f) except for the representations or warranties of Seller set forth herein, Buyer’s election to proceed with the purchase the Property following the Contingency Date on the terms and conditions hereof shall be made solely and exclusively in reliance on Buyer’s own review, inspection and investigation of the Property and of materials, documents, information and studies relating to the Property or the condition of title thereto (including, without limitation, any information obtained through Buyer’s Investigations and/or Physical Testing of the Property); and (g) Buyer shall purchase the Property in their "as is" its “AS-IS” condition or status as of the date of Closing Datewith no warranties, including such matters as: soils and geological conditionexpress or implied, topographyat law or in equity, area and configuration of the Real Property; the age and condition of the Improvements and Personal Property; the existence of any hazardous or toxic substances or materials, construction defects or other matters which would or could necessitate abatement or remediation action by the Property's owner; any physical or mechanical defects in the Improvements or Personal Property; any easement, license or encroachment which is not a matter of public record, whether or not visible upon inspection of the Property; the zoning and other land use regulations applicable to the Property; and any other matter relating to the Property including, but not limited to, value, title, income, feasibility, cost, marketing and investment return. Buyer acknowledges and agrees that Seller is not making any express or implied warranties or representations of any kind or character with respect to the Property. Buyer warrants and represents that it has not relied upon and will not rely upon, either directly or indirectlywithout limitation, any warranty of condition, habitability, merchantability or representation of Seller not explicitly fitness for a particular purpose other than Seller’s representations and warranties as expressly set forth in this AgreementSection 7.1 above.

As-Is Purchase. Except for Seller's express representations and warranties set forth in this Agreement and any other document executed by Seller in connection with this transaction and Seller's covenants, in entering into this Agreement, Buyer acknowledges that it is purchasing relying, and will rely, solely upon its own inspection, investigation and analyses of the Property in reliance solely on: (i) Buyer's inspection including without limitation the title condition of the Real Property, the Personal Property and the Improvements; (ii) Buyer's independent verification of the truth is not relying in any way upon any representations, statements, agreements, warranties, studies, reports, descriptions, guidelines or other information or material furnished by Seller or its representatives, whether oral or written, express or implied, of any documents made available to Buyer; nature whatsoever regarding any such matters. Except for Seller's representations and (iii) the opinions warranties set forth in in this Agreement and advice concerning the Property of consultants any other document executed by Seller in connection with this transaction and attorneys engaged by Buyer. Buyer acknowledges that before the expiration of the Due Diligence PeriodSeller's express covenants in this Agreement, Buyer will have performed all of its due diligence investigations of and with respect to the Property as Buyer deems appropriate, including engineering studies, soils tests, environmental surveys and testing, physical inspections, TLTA or other surveys, and market analyses as well as Buyer's evaluation of the condition and status of the Personal Property and Improvements and the operation and future prospects of acquire the Property. On , if at all, "AS IS" "WHERE IS," in its condition existing at the Close of Escrow, Buyer accepts and without representation or warranty by Seller or its representatives as to any matter, whether or not expressly mentioned herein, including, without limitation, including (without limitation) the feasibility of developing the Property for the purposes intended by Buyer, the size and all matters relating to the Property in their "as is" condition or status as dimensions of the Closing DateProperty, including such matters as: soils the availability, costs and geological conditionadequacy of water, topography, area sewage and configuration of any utilities serving or required to serve the Real Property; the age presence and adequacy of current or required infrastructure or other improvements on, near or affecting the Property ; any surface, soil, subsoil, fill or other physical conditions of or affecting the Property such as climate, geological, drainage, air, water, or mineral conditions; the condition of title to the Improvements and Personal Property; the existence of governmental laws, statutes, rules, regulations, ordinances, limitations, restrictions or requirements concerning the use, density, location or suitability of the Property for any hazardous existing or toxic substances or materialsproposed development thereof including but not limited to zoning, construction defects building, subdivision, environmental, or other matters which would such regulations; the necessity or could necessitate abatement availability of any general or remediation action by the Property's ownerspecific plan amendments, rezoning, zoning variances, conditional use permits, building permits, environmental impact reports, parcel or subdivision maps and public reports, and requirements of any improvement agreements; any physical or mechanical defects in the Improvements or Personal Property; any easement, license or encroachment which is not a matter of public record, whether or not visible upon inspection requirements of the PropertyCalifornia Department of Real Estate, the California Subdivided Lands Act, the California Subdivision Map Act, Buyer’s post-Closing obligations under the Xxxxxx Act, Surplus Land Act compliance, and other governmental permits approvals or acts; the zoning and other land use necessity or existence of any dedications, taxes, fees, charges, costs or assessments which may be imposed in connection with any governmental regulations applicable to or the obtaining of any required governmental permits; the presence of endangered plant or animal species upon the Property; and any other matter relating to all of the Property includingmatters concerning the condition, but not limited touse, value, title, income, feasibility, cost, marketing and investment return. Buyer acknowledges and agrees that Seller is not making any express development or implied warranties or representations sale of any kind or character with respect to the Property. Buyer warrants and represents that it has not relied upon and will not rely uponNo patent or latent condition affecting the Property in any way, either directly whether known or indirectlydiscoverable or hereafter discovered, any warranty or representation of Seller not explicitly set forth shall affect Buyer's obligations contained in this AgreementDocuSign Envelope ID: AB54E5F9-3D33-4790-B13C-D897BE898688 be five (5) Business Days after receipt of such notice in the event Buyer fails to deliver the balance of the Purchase Price by the Closing Date as required under Sections 2.4 and 9.2.1(a). The parties agree to reasonably cooperate with each other in any and all attempts by each other to cure any default within any applicable default cure period.