Common use of As Is, Where Is Clause in Contracts

As Is, Where Is. (a) The Buyer does hereby acknowledge, represent, warrant and agree to and with the Seller that, except as otherwise expressly provided in this Agreement or in any closing documents to be delivered by the Seller to the Buyer at Closing: (i) the Buyer is expressly purchasing the Asset (and any part thereof) in its existing condition “AS IS, WHERE IS, AND WITH ALL FAULTS” whether known or unknown with respect to all facts, circumstances, conditions and defects, both patent and latent; (ii) the Seller has no obligation to inspect for, repair or correct any such facts, circumstances, conditions or defects or to compensate Buyer for same; (iii) the Seller has provided the Buyer sufficient opportunity to make such independent factual, physical and legal examinations and inquiries as the Buyer deems necessary or appropriate with respect to the Asset and the transaction contemplated by this Agreement; (iv) the Seller has specifically bargained for the assumption by the Buyer of all responsibility to inspect and investigate the Asset and of all risk of adverse conditions and has structured the Purchase Price and other terms of this Agreement in consideration thereof; (v) the Buyer has undertaken or will undertake all such inspections and investigations of the Asset as the Buyer deems necessary or appropriate with respect to the Asset and the suitability of the Asset for Buyer’s intended use, and based upon same, the Buyer is and will be relying strictly and solely upon such inspections and examinations and the advice and counsel of its own consultants, agents, legal counsel and officers, the Buyer has approved or will approve the Asset in all respects, and the Buyer is and will be fully satisfied that the Purchase Price is fair and adequate consideration for the Asset; and (vi) the Seller is not making and has not made any warranty or representation with respect to any materials or other data provided by the Seller to the Buyer (whether prepared by or for the Seller or others) or the education, skills, competence or diligence of the preparers thereof or the physical condition or any other aspect of all or any part of the Asset as an inducement to the Buyer to enter into this Agreement and thereafter to purchase the Asset or for any other purpose. Without limiting the generality of any of the foregoing, the Buyer specifically acknowledges that the Seller does not represent or in any way warrant the accuracy of any marketing information or pamphlets listing or describing the Asset or the information, if any, provided by the Seller to the Buyer; and

As Is, Where Is. (a) The Buyer does hereby acknowledge, represent, warrant and agree to and with the Seller that, except Except as otherwise expressly provided in this Agreement set forth herein or in any closing documents document executed by Seller and delivered to be delivered by the Purchaser at Closing, Seller is not making and has not at any time made any representations or warranties of any kind or character, express or implied, with respect to the Buyer at Property, including, without limitation, any representations or warranties as to fitness for a particular purpose. Purchaser acknowledges and agrees that upon Closing: (i) , Seller shall sell and convey to Purchaser and Purchaser shall accept the Buyer is expressly purchasing the Asset (and any part thereof) in its existing condition Property “AS IS, WHERE IS, AND WITH ALL FAULTS”, except as expressly set forth herein or in any document executed by Seller and delivered to Purchaser at Closing. Purchaser has not relied and will not rely on, and Seller is not and shall not be liable for or bound by, any express or implied warranties, guaranties, statements, representations or information pertaining to the Property or relating thereto made available or furnished by Seller, the managers of the Property 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 or in any document executed by Seller and delivered to Purchaser at Closing. Purchaser acknowledges and agrees that the Purchase Price reflects and takes into account that the Property is being sold “AS IS, WHERE IS, WITH ALL FAULTS.” whether known Purchaser represents to Seller that Purchaser has conducted such investigations of the Property, including, without limitation, the physical and environmental conditions thereof, as Purchaser deems necessary or unknown desirable to satisfy itself as to the condition of the Property and the existence or nonexistence or curative action to be taken with respect to all factsany hazardous or toxic substances on or discharged from the Property, circumstancesand will rely solely upon the same and not upon any information provided by or on behalf of Seller or its agents or employees with respect thereto, conditions other than such representations and defectswarranties of Seller as are expressly set forth herein or in any document executed by Seller and delivered to Purchaser at Closing. Upon Closing, both patent Purchaser shall assume the risk that adverse matters, including but not limited to construction defects and latent; (ii) the Seller has no obligation to inspect for, repair or correct any such facts, circumstances, conditions or defects or to compensate Buyer for same; (iii) the Seller has provided the Buyer sufficient opportunity to make such independent factual, adverse physical and legal examinations environmental conditions, may not have been revealed by Purchaser’s investigations, and inquiries as the Buyer deems necessary or appropriate except with respect to the Asset and the transaction contemplated by this Agreement; (iv) the Seller has specifically bargained for the assumption matters which by the Buyer of all responsibility to inspect and investigate the Asset and of all risk of adverse conditions and has structured the Purchase Price and other express terms of this Agreement in consideration thereof; (v) the Buyer has undertaken or will undertake all such inspections any document executed by Seller and investigations delivered to Purchaser at Closing survive Closing and except for any claims arising out of the Asset as the Buyer deems necessary or appropriate with respect fraudulent actions of Seller, Purchaser, upon Closing, shall be deemed to the Asset have waived, relinquished and the suitability of the Asset for Buyerreleased Seller (and Seller’s intended use, and based upon same, the Buyer is and will be relying strictly and solely upon such inspections and examinations and the advice and counsel of its own consultants, agents, legal counsel and officers, the Buyer has approved directors, shareholders, direct and indirect members, 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) of any and every kind or will approve the Asset in all respectscharacter, known or unknown, which Purchaser might have asserted or alleged against Seller (and the Buyer is Seller’s officers, directors, shareholders, direct and will be fully satisfied that the Purchase Price is fair indirect members, employees and adequate consideration for the Asset; and (viagents) the Seller is not making and has not made at any warranty time by reason of or representation with respect to arising out of any materials latent or other data provided by the Seller to the Buyer (whether prepared by patent construction defects or for the Seller or others) or the educationphysical conditions, skills, competence or diligence of the preparers thereof or the physical condition violations or any applicable laws and any and all other aspect of all facts, omissions, events, circumstances or any part of matters regarding the Asset as an inducement to the Buyer to enter into this Agreement and thereafter to purchase the Asset or for any other purpose. Without limiting the generality of any of the foregoing, the Buyer specifically acknowledges that the Seller does not represent or in any way warrant the accuracy of any marketing information or pamphlets listing or describing the Asset or the information, if any, provided by the Seller to the Buyer; andProperty.

As Is, Where Is. (a) The Buyer does hereby acknowledge, represent, warrant and agree to and with the Seller that, except Except as otherwise expressly provided in this Agreement Agreement, the Township shall accept Lot 41.02 at the Closing in the “as is”, “where is” condition of Lot 41.02 with all faults as of the Closing Date Two. The Township agrees that: WOOEP shall not be liable for any construction, latent or patent defects in Lot 41.02, and shall not be bound in any manner whatsoever by any guarantees, promises, projections, operating expenses, set-up or other information pertaining to Lot 41.02 made, furnished or claimed to have been made or furnished by WOOEP or any other person or entity, including, without limitation, any broker, or any partner, member, manager, shareholder, employee, agent, attorney or other person representing or purporting to represent WOOEP or any broker, whether verbally or in writing. The Township acknowledges that neither WOOEP nor any closing documents to be delivered by of the Seller employees, agents or attorneys of WOOEP has made any verbal or written representations or warranties whatsoever to the Buyer at Closing: (i) the Buyer is Township, whether express, implied, statutory, or by operation of law, except as expressly purchasing the Asset (set forth in this Agreement, and any part thereof) in its existing condition “AS ISparticular, WHERE IS, AND WITH ALL FAULTS” whether known or unknown with respect to all facts, circumstances, conditions that no such representations and defects, both patent and latent; (ii) the Seller has no obligation to inspect for, repair or correct any such facts, circumstances, conditions or defects or to compensate Buyer for same; (iii) the Seller has provided the Buyer sufficient opportunity to make such independent factual, physical and legal examinations and inquiries as the Buyer deems necessary or appropriate warranties have been made with respect to the Asset physical or environmental condition or operation of Lot 41.02, the layout or footage of Lot 41.02, the actual or projected revenue and expenses of Lot 41.02 or any of the transaction leases at Lot 41.02 (including without limitation, the lease with the TSA), zoning, environmental, and other laws, regulations and rules applicable to Lot 41.02, or the compliance of Lot 41.02 therewith, the quantity, quality or condition of the articles of personal property and fixtures included in the transactions contemplated by hereby, the use or occupancy of Lot 41.02 or any part thereof or any other matter or thing affecting or relating to Lot 41.02 or the transactions contemplated hereby, except as specifically set forth in this Agreement; (iv) the Seller . The Township has specifically bargained for the assumption by the Buyer of all responsibility to inspect not relied and investigate the Asset and of all risk of adverse conditions and has structured the Purchase Price and other terms of this Agreement is not relying upon any representations or warranties, or upon any statements made in consideration thereof; (v) the Buyer has undertaken or will undertake all such inspections and investigations of the Asset as the Buyer deems necessary or appropriate any informational materials with respect to the Asset and the suitability of the Asset for Buyer’s intended use, and based upon same, the Buyer is and will be relying strictly and solely upon such inspections and examinations and the advice and counsel of its own consultants, agents, legal counsel and officers, the Buyer has approved or will approve the Asset in all respects, and the Buyer is and will be fully satisfied that the Purchase Price is fair and adequate consideration for the Asset; and (vi) the Seller is not making and has not made any warranty or representation with respect to any materials or other data Lot 41.02 provided by the Seller to the Buyer (whether prepared by or for the Seller or others) or the educationWOOEP, skills, competence or diligence of the preparers thereof or the physical condition or any other aspect of all person or entity, including any broker or any part of the Asset as an inducement shareholder, member, manager, employee, agent, attorney or other person representing or purporting to the Buyer to enter into this Agreement and thereafter to purchase the Asset represent WOOEP or for any other purposebroker. Without limiting the generality of any of the foregoingIN ADDITION TO, the Buyer specifically acknowledges that the Seller does not represent or in any way warrant the accuracy of any marketing information or pamphlets listing or describing the Asset or the informationAND WITHOUT LIMITATION OF THE FOREGOING, if anyEXCEPT AS SET FORTH IN THIS AGREEMENT: WOOEP MAKES NO WARRANTY, provided by the Seller to the Buyer; andEXPRESSLY, IMPLIED, STATUTORY, OR BY OPERATION OF LAW, AS TO THE QUANTITY, QUALITY, MERCHANTABILITY, TITLE, MARKETABILITY, FITNESS, OR SUITABILITY FOR A PARTICULAR PURPOSE OF LOT 41.02 OR ANY COMPONENT THEREOF, AND LOT

As Is, Where Is. Tenant is familiar with each and every aspect of the Facilities, including the condition of the Land and all improvements thereon, and hereby accepts same on an AS IS/WHERE IS BASIS WITH ALL FAULTS and without reliance upon any representations or warranties of Landlord of any kind or nature whatsoever except as set out in Section 2.2 above, whether express or implied, and subject to all matters of every kind and description including, without limitation, (a) The Buyer does hereby acknowledgethe existing state of title, representincluding all covenants, warrant conditions, restrictions, ground leases, easements, Legal Requirements, mortgages, fixture filings, security agreements, financing statements and agree to and with the Seller that, except as otherwise expressly provided in this Agreement or in any closing documents to be delivered by the Seller to the Buyer at Closing: (i) the Buyer is expressly purchasing the Asset (other financing instruments and any part thereofand all other matters, including matters known to Tenant, all matters of record and other matters, (b) in its existing condition “AS ISmatters which would be disclosed by an inspection of the Property or by an accurate survey of each parcel of the Land and (c) all other matters which should reasonably have been known to Tenant (but excluding any matters created or caused by any acts of Landlord). Except for matters arising by, WHERE ISthrough or under Landlord, AND WITH ALL FAULTS” whether known Tenant waives any and all claims, demands and cause or unknown with respect to all facts, circumstances, conditions and defects, both patent and latent; (ii) the Seller has no obligation to inspect for, repair causes of action heretofore or correct any such facts, circumstances, conditions or defects or to compensate Buyer for same; (iii) the Seller has provided the Buyer sufficient opportunity to make such independent factual, physical and legal examinations and inquiries as the Buyer deems necessary or appropriate hereafter arising against Landlord with respect to the Asset and the transaction contemplated by this Agreement; (iv) the Seller has specifically bargained for the assumption by the Buyer of all responsibility to inspect and investigate the Asset and of all risk of adverse conditions and has structured the Purchase Price and other terms of this Agreement in consideration thereof; (v) the Buyer has undertaken or will undertake all such inspections and investigations condition of the Asset as the Buyer deems necessary or appropriate with respect to the Asset and the suitability of the Asset for Buyer’s intended use, and based upon same, the Buyer is and will be relying strictly and solely upon such inspections and examinations and the advice and counsel of its own consultants, agents, legal counsel and officers, the Buyer has approved or will approve the Asset in all respects, and the Buyer is and will be fully satisfied that the Purchase Price is fair and adequate consideration for the Asset; and (vi) the Seller is not making and has not made any warranty or representation with respect to any materials or other data provided by the Seller to the Buyer (whether prepared by or for the Seller or others) Property or the educationability of Tenant to conduct any business from the Facilities. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, skillsLANDLORD MAKES NO WARRANTY OR REPRESENTATION, competence or diligence of the preparers thereof or the physical condition or any other aspect of all or any part of the Asset as an inducement to the Buyer to enter into this Agreement and thereafter to purchase the Asset or for any other purposeEXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTY AT THE FACILITIES OR ANY PART THEREOF, EITHER AS TO ITS DESIGN, CONDITION, HABITABILITY, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR USE OR PURPOSE (INCLUDING, WITHOUT LIMITATION, THE PERMITTED USES) OR AS TO THE QUALITY THEREOF OR THE PRESENCE OR ABSENCE OF DEFECTS IN THE MATERIAL OR WORKMANSHIP THEREIN, LATENT OR PATENT. Without limiting the generality of any of the foregoingTENANT ACKNOWLEDGES AND AGREES THAT, the Buyer specifically acknowledges that the Seller does not represent or in any way warrant the accuracy of any marketing information or pamphlets listing or describing the Asset or the informationAS OF THE COMMENCEMENT DATE, if anyTHE PROPERTY AT THE FACILITIES SHALL BE CONCLUSIVELY DEEMED TO HAVE BEEN INSPECTED BY TENANT AND SHALL BE CONCLUSIVELY DEEMED TO BE SATISFACTORY TO IT IN ALL RESPECTS, provided by the Seller to the Buyer; andAND TENANT SPECIFICALLY ACKNOWLEDGES ANY ISSUES WITH RESPECT TO THE PROPERTY THAT ARE SET FORTH IN THE DISCLOSURE SCHEDULES ATTACHED TO THE PURCHASE AGREEMENT.

As Is, Where Is. (a) The Buyer does hereby acknowledgePurchaser acknowledges, representrepresents and warrants that any information supplied or made available by Sellers, warrant whether written or oral or in the form of maps, surveys, plats, environmental reports, engineering studies, inspection reports, plans, specifications or any other information whatsoever, without exception, pertaining to the Facilities, any and agree all records, rent rolls and other documents pertaining to the use or occupancy of the Facilities or any portion thereof, the income thereof, the costs and expenses of the maintenance thereof, and any and all other matters concerning the condition, suitability, integrity, marketability, compliance with Laws or other attributes of the Facilities or any part thereof, has been furnished to Purchaser solely to assist in Purchaser’s review and investigation of the Facilities. Further, Purchaser acknowledges that, as of the Effective Date, Purchaser is in possession of the Facilities and is familiar with the Seller thatFacilities and has made all such independent investigations as Purchaser deems necessary or appropriate concerning the Facilities. AS SUCH, except as otherwise expressly provided in this Agreement or in any closing documents to be delivered by the Seller to the Buyer at ClosingTHE FACILITIES ARE SOLD BY SELLERS, AND ARE HEREBY ACCEPTED BY PURCHASER, AS IS, WHERE IS AND WITH ALL FAULTS, AND WITHOUT ANY REPRESENTATIONS OR WARRANTIES WHATSOEVER, EXPRESSED OR IMPLIED, WRITTEN OR ORAL. PURCHASER HEREBY UNCONDITIONALLY WAIVES AND EXCLUDES, AND SELLERS DISCLAIM, ALL REPRESENTATIONS AND WARRANTIES, INCLUDING ANY AND ALL EXPRESS OR IMPLIED REPRESENTATIONS AND WARRANTIES AS TO: (i) the Buyer is expressly purchasing the Asset (and any part thereof) in its existing condition “AS ISTHE CONDITION OF THE FACILITIES OR ANY ASPECT THEREOF, WHERE ISINCLUDING ANY AND ALL EXPRESS OR IMPLIED REPRESENTATIONS AND WARRANTIES RELATED TO SUITABILITY FOR HABITATION, AND WITH ALL FAULTS” whether known or unknown with respect to all facts, circumstances, conditions and defects, both patent and latentMERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE; (ii) the Seller has no obligation to inspect forTHE NATURE OR QUALITY OF CONSTRUCTION, repair or correct any such facts, circumstances, conditions or defects or to compensate Buyer for sameSTRUCTURAL DESIGN OR ENGINEERING OF THE IMPROVEMENTS; (iii) the Seller has provided the Buyer sufficient opportunity to make such independent factual, physical and legal examinations and inquiries as the Buyer deems necessary or appropriate with respect to the Asset and the transaction contemplated by this AgreementTHE QUALITY OF THE LABOR OR MATERIALS INCLUDED IN THE IMPROVEMENTS; (iv) the Seller has specifically bargained for the assumption by the Buyer of all responsibility to inspect and investigate the Asset and of all risk of adverse conditions and has structured the Purchase Price and other terms of this Agreement in consideration thereofTHE SOIL CONDITIONS, DRAINAGE, TOPOGRAPHICAL FEATURES OR OTHER CONDITIONS OF THE FACILITIES OR WHICH AFFECT ANY THEREOF; (v) the Buyer has undertaken or will undertake all such inspections and investigations of the Asset as the Buyer deems necessary or appropriate with respect to the Asset and the suitability of the Asset for Buyer’s intended useANY FEATURES OR CONDITIONS AT OR WHICH AFFECT THE FACILITIES WITH RESPECT TO ANY PARTICULAR PURPOSE, and based upon sameUSE, the Buyer is and will be relying strictly and solely upon such inspections and examinations and the advice and counsel of its own consultantsDEVELOPMENTAL POTENTIAL, agents, legal counsel and officers, the Buyer has approved or will approve the Asset in all respects, and the Buyer is and will be fully satisfied that the Purchase Price is fair and adequate consideration for the AssetCASH FLOW OR OTHERWISE; and (vi) the Seller is not making and has not made any warranty or representation with respect to any materials or other data provided by the Seller to the Buyer ALL EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES CREATED BY ANY AFFIRMATION OF FACT OR PROMISE OR BY ANY DESCRIPTION OF ANY OF THE FACILITIES; (whether prepared by or for the Seller or othersvii) or the educationANY ENVIRONMENTAL, skillsGEOLOGICAL, competence or diligence of the preparers thereof or the physical condition or any other aspect of all or any part of the Asset as an inducement to the Buyer to enter into this Agreement and thereafter to purchase the Asset or for any other purposeMETEOROLOGICAL, STRUCTURAL OR OTHER CONDITION OR HAZARD OR THE ABSENCE THEREOF HERETOFORE, NOW OR HEREAFTER AFFECTING IN ANY MANNER ANY OF THE FACILITIES; (viii) CLAIMS REGARDING DEFECTS WHICH WERE NOT OR ARE NOT DISCOVERABLE; (ix) PRODUCT LIABILITY CLAIMS IN ANY MANNER RELATED TO ANY OF THE FACILITIES; AND (x) ALL OTHER EXPRESS OR IMPLIED WARRANTIES AND REPRESENTATIONS BY SELLERS WHATSOEVER. Without limiting the generality of any of the foregoing, the Buyer specifically acknowledges that the Seller does not represent or in any way warrant the accuracy of any marketing information or pamphlets listing or describing the Asset or the information, if any, provided by the Seller to the Buyer; and13

As Is, Where Is. (a) The Buyer does hereby acknowledge, represent, warrant Other than the representations and agree to warranties expressly stated above in Article 14 and with Section 14.1 or set forth in the Seller that, except as otherwise expressly provided in this Agreement or in any closing documents to be delivered by Donor on the Seller Closing Date (the “Express Representations and Warranties”), Xxxxx makes no other or further representations and/or warranties of any sort whatsoever. Except for the Express Representations and Warranties, Donee is relying entirely on Donee’s own investigations and examinations as to the Buyer at Closing: (i) physical condition and every other aspect of the Buyer Property, including without limitation, the structural integrity of any improvements, the conformity of any improvements to any plans or specifications for the Property, conformity to past, current or future zoning or building code requirements, the real property tax assessment history of the Property and the possibility and scope of future re-assessments thereof, the existence of soil instability, soil repairs, and any other soil conditions, sufficiency of undershoring and drainage, the existence of any flood plains or flood hazards or similar conditions, every other matter affecting the stability or integrity of the Land or any improvements, the environmental condition of the Property and the income and expenses generated by the Property. Except for the Express Representations and Warranties, Donee acknowledges that it has performed, or during the Property Review Period will have the right to perform, the Inspections, that any information provided or made available or to be provided or made available to Donee by Donor, or its agents, brokers, members, managers, partners, representatives, or others, including, without limitation, the Property Documents was provided or made available or will be provided or made available solely as a courtesy, and that Donee has the sole responsibility for determining the existence or nonexistence of any fact material to Xxxxx’s decision to accept the Property. Xxxxx acknowledges that Donee is expressly purchasing the Asset (and any part thereof) in its existing condition Property on an “AS AS-IS, WHERE WHERE-IS” basis, AND WITH ALL FAULTS” whether known or unknown except as specifically set forth in the Express Representations and Warranties, without any implied warranties, and Donee is completely at risk with respect to all factsattributes and conditions, circumstanceslatent or otherwise, conditions of the Property. Except for the Express Representations and Warranties, Donor does not warrant the Property to be free from defects and Donee expressly acknowledges the possibility of such defects, both patent and latent; (ii) the Seller has no obligation subject only to inspect for, repair or correct any such facts, circumstances, conditions or defects or Donee’s ability to compensate Buyer for same; (iii) the Seller has provided the Buyer sufficient opportunity to make such independent factual, physical and legal examinations and inquiries terminate this Agreement as the Buyer deems necessary or appropriate with respect to the Asset and the transaction contemplated by expressly set forth in this Agreement; (iv) , including during the Seller has specifically bargained Property Review Period as described above in Section 5.1. By executing this Agreement, Donee hereby gives Donor, as a material inducement for the assumption by the Buyer of all responsibility to inspect and investigate the Asset and of all risk of adverse conditions and has structured the Purchase Price and other terms of this Agreement in consideration thereof; (v) the Buyer has undertaken or will undertake all such inspections and investigations of the Asset as the Buyer deems necessary or appropriate with respect to the Asset and the suitability of the Asset for Buyer’s intended use, and based upon same, the Buyer is and will be relying strictly and solely upon such inspections and examinations and the advice and counsel of its own consultants, agents, legal counsel and officers, the Buyer has approved or will approve the Asset in all respects, and the Buyer is and will be fully satisfied that the Purchase Price is fair and adequate consideration for the Asset; and (vi) the Seller is not making and has not made any warranty or representation with respect to any materials or other data provided by the Seller to the Buyer (whether prepared by or for the Seller or others) or the education, skills, competence or diligence of the preparers thereof or the physical condition or any other aspect of all or any part of the Asset as an inducement to the Buyer Donor to enter into this Agreement and thereafter to purchase the Asset or for any other purpose. Without limiting the generality Agreement, a full release of any and all claims or causes of action Donee may have now or in the future based upon the condition of the foregoingProperty and all other matters pertaining to the Property, except as expressly set forth in the Buyer specifically acknowledges that the Seller does not represent Express Representations and Warranties. Such release applies to claims or causes or action arising at common law, under statute, or otherwise, whether sounding in contract or in any way warrant tort, including, without limitation, claims or causes of action for misrepresentation or nondisclosure. The releases in this Section 14.2 shall survive the accuracy of any marketing information or pamphlets listing or describing the Asset or the information, if any, provided by the Seller to the Buyer; andClosing and shall not lapse.

As Is, Where Is. (a) The Buyer does hereby acknowledge, represent, warrant and agree to and with the Seller that, except as otherwise expressly provided Notwithstanding anything contained in this Agreement to the contrary, it is expressly understood that, pursuant to this Article III, Buyer is being provided the Review Period of sixty (60) days to obtain and review such Review Items pertaining to the Property as Buyer deems necessary and prudent and to make a full and complete physical inspection of the Property. The parties expressly agree that Seller shall have no obligation to cure any objections Buyer may have to any Review Item Issues identified in or in connection with any closing documents of the Review Items or to be delivered by correct or repair any title, survey, environmental, structural or other defect or anomaly which Buyer may discover or determine exists during the Seller Review Period. In the event Buyer nevertheless elects to proceed in accordance with the Buyer at Closing: (i) the Buyer is expressly purchasing the Asset (terms and any part thereof) in its existing condition conditions herein, BUYER UNDERSTANDS AND AGREES THAT SUCH ELECTION SHALL BE DEEMED TO BE A WAIVER OF ANY CLAIM THAT BUYER HAS OR MAY HAVE TO INDEMNIFICATION, RECOMPENSE, DAMAGE OR OTHER LEGAL OR EQUITABLE RELIEF AGAINST SELLER WITH RESPECT TO ANY OF THE FOREGOING, THAT BUYER SHALL ACQUIRE THE PROPERTY ON AN “AS IS, WHERE IS” BASIS, AND THAT BUYER SHALL HAVE NO CLAIM WHATSOEVER AGAINST SELLER FOR ANY EXISTING PHYSICAL CONDITION OF THE PROPERTY (INCLUDING BUT NOT LIMITED TO ANY ENVIRONMENTAL CONDITION), NOR SHALL BUYER HAVE ANY CLAIM AGAINST SELLER FOR ANY OF THE FINANCIAL INFORMATION OR OTHER DOCUMENTATION HERETOFORE OR HEREAFTER SUBMITTED TO BUYER IN CONNECTION WITH ALL FAULTS” whether known or unknown with respect to all facts, circumstances, conditions and defects, both patent and latent; (ii) the Seller has no obligation to inspect for, repair or correct any such facts, circumstances, conditions or defects or to compensate Buyer for same; (iii) the Seller has provided the Buyer sufficient opportunity to make such independent factual, physical and legal examinations and inquiries as the Buyer deems necessary or appropriate with respect to the Asset and the transaction contemplated by this Agreement; (iv) the Seller has specifically bargained for the assumption by the Buyer of all responsibility to inspect and investigate the Asset and of all risk of adverse conditions and has structured the Purchase Price and other terms of this Agreement in consideration thereof; (v) the Buyer has undertaken or will undertake all such inspections and investigations of the Asset as the Buyer deems necessary or appropriate with respect to the Asset and the suitability of the Asset for Buyer’s intended use, and based upon same, the Buyer is and will be relying strictly and solely upon such inspections and examinations and the advice and counsel of its own consultants, agents, legal counsel and officers, the Buyer has approved or will approve the Asset in all respects, and the Buyer is and will be fully satisfied that the Purchase Price is fair and adequate consideration for the Asset; and (vi) the Seller is not making and has not made any warranty or representation with respect to any materials or other data provided by the Seller to the Buyer (whether prepared by or for the Seller or others) or the education, skills, competence or diligence of the preparers thereof or the physical condition or any other aspect of all or any part of the Asset as an inducement to the Buyer to enter into this Agreement and thereafter to purchase the Asset or for any other purpose. Without limiting the generality of any of the foregoing, the Buyer specifically acknowledges that the Seller does not represent or in any way warrant the accuracy of any marketing information or pamphlets listing or describing the Asset or the information, if any, provided by the Seller to the Buyer; andBUYER’S INSPECTION OF THE PROPERTY AND REVIEW OF ITS OPERATIONS.

As Is, Where Is. (a) The Buyer does hereby acknowledgePurchaser acknowledges and agrees that except as provided herein, representthe Purchased Assets are purchased on an "as is, warrant where is" basis and agree to that the Purchaser has inspected the Purchased Assets and is relying entirely on its own investigations and inspections in proceeding with the Seller that, except as otherwise expressly provided in this Agreement or in any closing documents to be delivered by the Seller to the Buyer at Closing: (i) the Buyer is expressly purchasing the Asset (and any part thereof) in its existing condition “AS IS, WHERE IS, AND WITH ALL FAULTS” whether known or unknown with respect to all facts, circumstances, conditions and defects, both patent and latent; (ii) the Seller has no obligation to inspect for, repair or correct any such facts, circumstances, conditions or defects or to compensate Buyer for same; (iii) the Seller has provided the Buyer sufficient opportunity to make such independent factual, physical and legal examinations and inquiries as the Buyer deems necessary or appropriate with respect to the Asset and the transaction contemplated by this Agreement; (iv) the Seller has specifically bargained for the assumption by the Buyer of all responsibility to inspect and investigate the Asset and of all risk of adverse conditions and has structured the Purchase Price and other terms of this Agreement in consideration thereof; (v) the Buyer has undertaken or will undertake all such inspections and investigations of the Asset as the Buyer deems necessary or appropriate with respect to the Asset and the suitability of the Asset for Buyer’s intended use, and based upon same, the Buyer is and will be relying strictly and solely upon such inspections and examinations and the advice and counsel of its own consultants, agents, legal counsel and officers, the Buyer has approved or will approve the Asset in all respects, and the Buyer is and will be fully satisfied that the Purchase Price is fair and adequate consideration for the Asset; and (vi) the Seller is not making and has not made any warranty or representation with respect to any materials or other data provided by the Seller to the Buyer (whether prepared by or for the Seller or others) or the education, skills, competence or diligence of the preparers thereof or the physical condition or any other aspect of all or any part of the Asset as an inducement to the Buyer to enter into this Agreement and thereafter to purchase the Asset or for any other purposeTransactions. Without limiting the generality of any of the foregoing, the Buyer specifically Purchaser expressly confirms, acknowledges and agrees that, at the Time of Closing, the Purchaser will accept the Purchased Assets in their then-present state, condition and location, and that the Vendor has made no representations or warranties, and there are no terms, conditions, understandings or collateral agreements, express or implied, by statute or otherwise (including, without limitation, under the Sale of Goods Act (Ontario)), all of which are expressly waived, with respect to title, encumbrances, rights of third parties, assignability, merchantability, removeability, condition, description, fitness for purpose, quality, quantity, cost or as to any other matter whatsoever of the Purchased Assets, or otherwise of or concerning the Purchased Assets or the right of the Vendor to sell, transfer or assign the same, save and except for the express representations and warranties given in Section 4.01, The Purchaser acknowledges that the Seller does not represent Purchased Assets are specifically being purchased as they will exist on the Closing Date with no adjustment to be allowed to the Purchaser for any changes in the condition of the Purchased Assets from the date hereof to the Closing Date save and except as otherwise provided in this Agreement, The . Purchaser acknowledges that any description and information of the Purchased Assets provided by the Vendor or in any way warrant asset list, information package, and all other documents relating or ancillary thereto, have been prepared solely for the accuracy convenience of prospective purchasers and are not warranted to be complete, accurate or correct, that such descriptions and information do not constitute part of any marketing information tem-is and conditions of sale of the Purchased Assets. The Purchaser further acknowledges that the descriptions of the Purchased Assets contained in the annexed Schedules are for the purpose of identification only and there is no condition, warranty or pamphlets listing or describing the Asset or the information, if any, provided representation by the Seller Vendor concerning the accuracy, completeness or any other matter concerning those descriptions. The foregoing provisions of this Section 2.03 are without prejudice to the Buyer; andrights conferred on the Purchaser under Section 2.06.

As Is, Where Is. Except for the representations and warranties contained herein or in any documents delivered by Seller to Buyer at Closing, the Property is being acquired by Buyer in an “AS IS”, “WHERE IS” condition, “WITH ALL DEFECTS” and “WITH ALL FAULTS.” Buyer acknowledges that it will be acquiring the Property on the basis of its own investigations. Except as expressly set forth in this Contract or in any documents delivered by Seller to Buyer at Closing, no representations or warranties, whether express, implied or statutory, have been made or are made and no responsibility has been or is assumed by Seller or by any officer, person, firm, agent or representative acting or purporting to act on behalf of the Seller as to condition or repair of the Property or the value, expense of operation, or income potential thereof, the reliability of any information furnished to Buyer or as to any other fact or condition which has or might affect the Property or the condition, repair, value, expense of operation or income potential of the Property or any portion thereof. Buyer hereby expressly releases the Seller Group (hereinafter defined) from any and all claims, losses, proceedings, damages, causes of action, liability, costs or expenses (including attorneys’ fees) arising from, in connection with or caused by (a) The Buyer does hereby acknowledgeBuyer’s reliance upon any of the Property Information or statements, representrepresentations or assertions contained therein, warrant and agree to and with the Seller that, except as otherwise expressly provided in this Agreement or in any closing documents to be delivered by the Seller to the Buyer at Closing: (ib) the Buyer is expressly purchasing the Asset (and any part thereof) in its existing condition “AS ISinaccuracy, WHERE IS, AND WITH ALL FAULTS” whether known incompleteness or unknown with respect to all facts, circumstances, conditions and defects, both patent and latent; (ii) the Seller has no obligation to inspect for, repair or correct any such facts, circumstances, conditions or defects or to compensate Buyer for same; (iii) the Seller has provided the Buyer sufficient opportunity to make such independent factual, physical and legal examinations and inquiries as the Buyer deems necessary or appropriate with respect to the Asset and the transaction contemplated by this Agreement; (iv) the Seller has specifically bargained for the assumption by the Buyer of all responsibility to inspect and investigate the Asset and of all risk of adverse conditions and has structured the Purchase Price and other terms of this Agreement in consideration thereof; (v) the Buyer has undertaken or will undertake all such inspections and investigations of the Asset as the Buyer deems necessary or appropriate with respect to the Asset and the suitability of the Asset for Buyer’s intended use, and based upon same, the Buyer is and will be relying strictly and solely upon such inspections and examinations and the advice and counsel of its own consultants, agents, legal counsel and officers, the Buyer has approved or will approve the Asset in all respects, and the Buyer is and will be fully satisfied that the Purchase Price is fair and adequate consideration for the Asset; and (vi) the Seller is not making and has not made any warranty or representation with respect to any materials or other data provided by the Seller to the Buyer (whether prepared by or for the Seller or others) or the education, skills, competence or diligence of the preparers thereof or the physical condition or any other aspect of all or any part of the Asset as an inducement to the Buyer to enter into this Agreement and thereafter to purchase the Asset or for any other purpose. Without limiting the generality unreliability of any of the foregoingProperty Information. Buyer hereby waives, releases and forever discharges Seller, any affiliate of Seller and any manager, member, partner, shareholder, officer, director, employee, agent or person acting on behalf of Seller or any affiliate of Seller (the “Seller Group”) of and from any and all claims, actions, causes of action, demands, rights, damages, liabilities and costs whatsoever, direct or indirect, known or unknown, which Buyer specifically acknowledges that now has or which may arise in the future, against the Seller does not represent Group related in any way to the Property, including, without limitation, all liabilities or obligations relating to environmental matters and Hazardous Materials located at, on, in, or under the Property or migrating from the Property, regardless of whether such Hazardous Materials are located on, under or in the Property prior to or after the date hereof except for (x) claims resulting from the breach of any representation or warranty or indemnification obligation made by Seller in this Contract or in any way warrant documents delivered by Seller to Buyer at Closing, in each case subject to the accuracy limitations of time and money set forth in Section 11.2 hereof, and (y) fraud. Buyer hereby agrees not to assert, and hereby releases Seller from, any marketing information claim for contribution, cost, recovery or pamphlets listing otherwise against Seller Group relating directly or describing indirectly to the Asset physical condition of the Property including, without limitation, the existence of oil, lead paint, lead, radon, asbestos, mold, or Hazardous Materials or hazardous substances on, or the informationenvironmental condition of, if anythe Property, provided by whether known or unknown. For purposes of this paragraph, the Seller to the Buyer; andterm

As Is, Where Is. (a) The Buyer does hereby acknowledgePurchaser acknowledges that the Purchased Assets are purchased on an “as is, represent, warrant where is” basis and agree to and with the Seller that, without any representation or warranty of any kind except as otherwise expressly provided herein, and that the Receiver has not, and is not required to inspect the Purchased Assets. The Purchaser further acknowledges that it has had an opportunity to conduct and has or will complete its due diligence regarding the Purchased Assets, and will be satisfied as to their quality and condition and will accept the same on the Closing Date in their state, condition, and location existing as of the date of this Agreement, reasonable wear and tear excepted. The Purchaser further acknowledges it is in possession of the Lands under an existing lease. For greater certainty the Purchaser acknowledges that the Receiver, the Receiver’s Solicitor, the Company, and any of their directors, officers, employees, professional consultants, agents, or advisors make, or has made, no representation, promise, condition, warranty, or guaranty, whether statutory (including under The Sale of Goods Act (Saskatchewan) or similar legislation in other jurisdictions applicable hereto and all of the same are hereby waived by the Purchaser), express or implied, oral or written, legal, equitable, conventional, collateral or otherwise in this Agreement or in any closing documents instrument furnished in connection with this Agreement as to title, outstanding liens, description, fitness for purpose, merchantability, acreage or workable acreage, condition, quality, value, suitability, durability, compliance or non-compliance with environmental rules, regulations or legislative provisions, zoning, or site plan requirements or marketability thereof or in respect of any other matter or thing whatsoever including, without limitation, the rights, title, and interests of the Company, if any, therein and wherever all or part of the Purchased Assets are situated. The Purchaser shall be delivered by deemed to have relied entirely on its own independent review, inspection, and investigation in proceeding with the Seller transaction contemplated hereunder, and acknowledges that the Receiver has made no representations as to the Buyer at Closing: (i) accuracy and completeness of the Buyer is expressly purchasing Schedules, and as such the Asset (Purchaser shall have no recourse as against the Receiver, the Company, and any part thereof) of their directors, officers, employees, professional consultants, agents, advisors, or the Receiver’s Solicitor, in its existing condition “AS ISLaw or equity for any deficiency, WHERE ISperceived or otherwise, AND WITH ALL FAULTS” whether known or unknown with respect to all facts, circumstances, conditions and defects, both patent and latent; (ii) the Seller has no obligation to inspect for, repair or correct any such facts, circumstances, conditions or defects or to compensate Buyer for same; (iii) the Seller has provided the Buyer sufficient opportunity to make such independent factual, physical and legal examinations and inquiries as the Buyer deems necessary or appropriate with respect to the Asset and the transaction contemplated by Purchased Assets pursuant to this Agreement; (iv) the Seller has specifically bargained for the assumption by the Buyer of all responsibility to inspect and investigate the Asset and of all risk of adverse conditions and has structured the Purchase Price and other terms of this Agreement in consideration thereof; (v) the Buyer has undertaken or will undertake all such inspections and investigations of the Asset as the Buyer deems necessary or appropriate with respect to the Asset and the suitability of the Asset for Buyer’s intended use, and based upon same, the Buyer is and will be relying strictly and solely upon such inspections and examinations and the advice and counsel of its own consultants, agents, legal counsel and officers, the Buyer has approved or will approve the Asset in all respects, and the Buyer is and will be fully satisfied that the Purchase Price is fair and adequate consideration for the Asset; and (vi) the Seller is not making and has not made any warranty or representation with respect to any materials or other data provided by the Seller to the Buyer (whether prepared by or for the Seller or others) or the education, skills, competence or diligence of the preparers thereof or the physical condition or any other aspect of all or any part of the Asset as an inducement to the Buyer to enter into this Agreement and thereafter to purchase the Asset or for any other purpose. Without limiting the generality of any of the foregoing, the Buyer specifically acknowledges that the Seller does not represent or in any way warrant the accuracy of any marketing information or pamphlets listing or describing the Asset or the information, if any, provided by the Seller to the Buyer; and.

As Is, Where Is. (a) The Buyer does hereby acknowledge, represent, warrant Purchaser acknowledges and agree to and with the Seller agrees that, except as otherwise expressly set forth herein and in the documents executed and delivered by Seller at Closing hereunder, it is acquiring the Property in its “as is” and “where is” condition with all faults, without any representations or warranties of any kind or character, express or implied. Purchaser acknowledges that it has had or will have pursuant to the provisions of this Agreement the opportunity to make such inspections as it desires of the Property and all facts relevant to its use. Purchaser acknowledges that it is relying upon its own investigations of the Property and not on any information provided or to be provided by Seller except as expressly set forth in this Agreement or in any closing the documents to be executed and delivered by the Seller to Purchaser at Closing . The provisions of this Section 6.5 shall survive the Buyer at Closing: (i) Closing or the Buyer is expressly purchasing the Asset (and any part thereof) in its existing condition termination of this Agreement. PURCHASER ACKNOWLEDGES AND AGREES THAT UPON CLOSING SELLER SHALL SELL AND CONVEY TO PURCHASER AND PURCHASER SHALL ACCEPT THE PROPERTY “AS IS, WHERE IS, AND WITH ALL FAULTS”, EXCEPT TO THE EXTENT EXPRESSLY PROVIDED OTHERWISE IN THIS AGREEMENT OR IN THE OTHER DOCUMENTS DELIVERED AT CLOSING. PURCHASER HAS NOT RELIED AND WILL NOT RELY ON, AND SELLER IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PROPERTY OR RELATING THERETO (INCLUDING SPECIFICALLY, WITHOUT LIMITATION, ANY PROSPECTUS OR OTHER MARKETING MATERIALS DISTRIBUTED WITH RESPECT TO THE PROPERTY) MADE OR FURNISHED BY SELLER, THE MANAGERS OF THE PROPERTY, 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 OR IN THE OTHER DOCUMENTS DELIVERED AT CLOSING. PURCHASER ALSO ACKNOWLEDGES THAT THE PURCHASE PRICE REFLECTS AND TAKES INTO ACCOUNT THAT THE PROPERTY IS BEING SOLD “AS-IS.” whether known or unknown with respect to all factsPURCHASER ACKNOWLEDGES RECEIPT OF THE ENVIRONMENTAL REPORTS LISTED ON EXHIBIT E (AND ACKNOWLEDGES THAT THE REPORTS REFERRED TO THEREIN WERE MADE AVAILABLE TO PURCHASER), circumstancesAND REPRESENTS TO SELLER THAT PURCHASER HAS CONDUCTED, conditions and defectsOR WILL CONDUCT PRIOR TO CLOSING, both patent and latent; SUCH INVESTIGATIONS OF THE PROPERTY, INCLUDING BUT NOT LIMITED TO, THE PHYSICAL AND ENVIRONMENTAL CONDITIONS THEREOF, AS PURCHASER DEEMS NECESSARY OR DESIRABLE 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 OR IN THE OTHER DOCUMENTS DELIVERED AT CLOSING. OTHER THAN AS EXPRESSLY PROVIDED IN THIS AGREEMENT, OR IN THE OTHER DOCUMENTS DELIVERED AT CLOSING, 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 (iiAND SELLER’S OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES AND AGENTS) the Seller has no obligation to inspect forFROM AND AGAINST ANY AND ALL CLAIMS, repair or correct any such factsDEMANDS, circumstancesCAUSES OF ACTION (INCLUDING CAUSES OF ACTION IN TORT), conditions or defects or to compensate Buyer for same; LOSSES, DAMAGES, LIABILITIES, COSTS AND EXPENSES (iiiINCLUDING REASONABLE ATTORNEYS’ FEES) the Seller has provided the Buyer sufficient opportunity to make such independent factualOF ANY AND EVERY KIND OR CHARACTER, physical and legal examinations and inquiries as the Buyer deems necessary or appropriate with respect to the Asset and the transaction contemplated by this Agreement; KNOWN OR UNKNOWN, WHICH PURCHASER MIGHT HAVE ASSERTED OR ALLEGED AGAINST SELLER (ivAND SELLER’S OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES AND AGENTS) the Seller has specifically bargained for the assumption by the Buyer of all responsibility to inspect and investigate the Asset and of all risk of adverse conditions and has structured the Purchase Price and other terms of this Agreement in consideration thereof; (v) the Buyer has undertaken or will undertake all such inspections and investigations of the Asset as the Buyer deems necessary or appropriate with respect to the Asset and the suitability of the Asset for Buyer’s intended useAT ANY TIME BY REASON OF OR ARISING OUT OF ANY LATENT OR PATENT CONSTRUCTION OR OTHER DEFECTS OR PHYSICAL CONDITIONS, and based upon sameVIOLATIONS OF ANY APPLICABLE LAWS AND ANY AND ALL OTHER ACTS, the Buyer is and will be relying strictly and solely upon such inspections and examinations and the advice and counsel of its own consultantsOMISSIONS, agentsEVENTS, legal counsel and officers, the Buyer has approved or will approve the Asset in all respects, and the Buyer is and will be fully satisfied that the Purchase Price is fair and adequate consideration for the Asset; and (vi) the Seller is not making and has not made any warranty or representation with respect to any materials or other data provided by the Seller to the Buyer (whether prepared by or for the Seller or others) or the education, skills, competence or diligence of the preparers thereof or the physical condition or any other aspect of all or any part of the Asset as an inducement to the Buyer to enter into this Agreement and thereafter to purchase the Asset or for any other purposeCIRCUMSTANCES OR MATTERS REGARDING THE PROPERTY. Without limiting the generality of any of the foregoing, the Buyer specifically acknowledges that the Seller does not represent or in any way warrant the accuracy of any marketing information or pamphlets listing or describing the Asset or the information, if any, provided by the Seller to the Buyer; andTHE PROVISIONS OF THIS SECTION SHALL SURVIVE CLOSING OR ANY TERMINATION OF THIS AGREEMENT.

As Is, Where Is. (a) The Buyer does hereby acknowledge, represent, warrant acknowledges and agree to and with the Seller agrees that, except only as otherwise expressly provided in this Agreement Article 5 above, Seller makes no representations or in any closing documents to be delivered by the Seller to the Buyer at Closing: (i) the Buyer is expressly purchasing the Asset (and any part thereof) in its existing condition “AS ISwarranties whatsoever, WHERE ISexpress or implied, AND WITH ALL FAULTS” whether known or unknown with respect to all facts, circumstances, conditions and defects, both patent and latent; (ii) the Seller has no obligation to inspect for, repair or correct any such facts, circumstances, conditions or defects or to compensate Buyer for same; (iii) the Seller has provided the Buyer sufficient opportunity to make such independent factual, physical and legal examinations and inquiries as the Buyer deems necessary or appropriate with respect to the Asset and the transaction contemplated by this Agreement; (iv) the Seller has specifically bargained for the assumption by the Buyer of all responsibility to inspect and investigate the Asset and of all risk of adverse conditions and has structured the Purchase Price and other terms of this Agreement in consideration thereof; (v) the Buyer has undertaken or will undertake all such inspections and investigations of the Asset as the Buyer deems necessary or appropriate with respect to the Asset and the suitability of the Asset for Buyer’s intended use, and based upon same, the Buyer is and will be relying strictly and solely upon such inspections and examinations and the advice and counsel of its own consultants, agents, legal counsel and officers, the Buyer has approved or will approve the Asset in all respects, and the Buyer is and will be fully satisfied that the Purchase Price is fair and adequate consideration for the Asset; and (vi) the Seller is not making and has not made any warranty or representation with respect to any materials or other data provided by the Seller matter relating to the Buyer Assets (whether prepared by including, without limitation, income to be derived or for expenses to be incurred in connection with the Seller or others) or the educationAssets, skills, competence or diligence of the preparers thereof or the physical condition of any tangible Assets, the environmental condition or other matter relating to the physical condition of any Real Property, the zoning of any Real Property, the value of the Assets (or any portion thereof), the transferability of the Assets or any portion thereof, the terms, amount, validity, collectability or enforceability of any accounts receivable, Contract or Assumed Liability included within the Assets, the merchantability or fitness of any inventory or personal property included within the Assets for any particular purpose, or any other aspect of all matter or thing relating to the Assets or any part of the Asset as an inducement to the Buyer to enter into this Agreement and thereafter to purchase the Asset or for any other purposeportion thereof). Without in any way limiting the generality of any of the foregoing, Seller hereby disclaims any warranty (express or implied) of merchantability or fitness for any particular purpose as to any portion of the Assets. Buyer specifically further acknowledges that Buyer has conducted an independent inspection and investigation of the Seller does not represent physical condition of the Assets and all such other matters relating to or affecting or comprising the Assets and/or the Assumed Liabilities as Buyer deemed necessary or appropriate and that in any way warrant proceeding with its purchase and acquisition of the accuracy of any marketing information or pamphlets listing or describing Assets, Buyer is doing so based solely upon such independent inspections and investigations. Accordingly, except only for the Asset or representations set forth in Section 5 above, Buyer will accept the information, if any, provided by Assets at the Seller to the Buyer; andClosing “AS IS,” “WHERE IS,” and “WITH ALL FAULTS.”

As Is, Where Is. (a) The Buyer does hereby acknowledge3.1Sale “As Is, represent, warrant Where Is”. REIT B acknowledges and agree to and with the Seller that, except as otherwise expressly provided in this Agreement or in any closing documents to be delivered by the Seller to the Buyer agrees that at Closing: , REIT B (ior its designee) will acquire the Buyer is expressly purchasing the Asset (and any part thereof) in its existing condition Subject Membership Interests “AS IS, WHERE IS, AND WITH ALL FAULTS,” whether known without any representations or unknown with respect warranties whatsoever as to all factstheir fitness, circumstancescondition, conditions and defectsmerchantability or any other warranty, both patent and latent; (ii) the Seller has no obligation to inspect forexpress or implied, repair or correct any such facts, circumstances, conditions or defects or to compensate Buyer for same; (iii) the Seller has provided the Buyer sufficient opportunity to make such independent factual, physical and legal examinations and inquiries as the Buyer deems necessary or appropriate with respect to the Asset and the transaction contemplated by this Agreement; (iv) the Seller has specifically bargained except for the assumption representations and warranties made by the Buyer of all responsibility to inspect and investigate the Asset and of all risk of adverse conditions and has structured the Purchase Price and other terms REIT A in Section 5 of this Agreement in consideration thereof; (v) the Buyer has undertaken or will undertake all such inspections and investigations of the Asset as the Buyer deems necessary or appropriate with respect to the Asset and the suitability of the Asset for Buyer’s intended use, and based upon same, the Buyer “REIT A Representations”). REIT B is and will be relying strictly and solely upon such inspections and examinations and the advice and counsel of on its own consultants, agents, legal counsel and officers, the Buyer has approved or will approve the Asset in all respects, and the Buyer is and will be fully satisfied that the Purchase Price is fair and adequate consideration for the Asset; and (vi) the Seller is not making investigations and has not made relied and will not rely on, and none of REIT A nor any warranty other person or representation with respect to entity has made, is liable for or is bound by any materials express or other data provided by the Seller implied representations or warranties, guarantees, statements or information pertaining to the Buyer (whether prepared Subject Membership Interests, Subject Entities or Subject Properties, by or to whomever made or given, directly or indirectly, orally or in writing, except for the Seller REIT A Representations. REIT B specifically disclaims any warranty, guaranty, or others) representation, oral or written, past or present, express or implied, concerning the educationSubject Membership Interests, skillsSubject Entities or Subject Properties, competence or diligence matters related thereto, except for the REIT A Representations. REIT B represents that it is a knowledgeable, experienced and sophisticated purchaser of the preparers thereof or the physical condition or any other aspect real estate and that it is relying solely on its own expertise and that of all or any part of the Asset as an inducement to the Buyer to enter into its consultants, attorneys and advisors in accordance with this Agreement and thereafter to purchase the Asset or for any other purpose. Without limiting the generality it shall make an independent verification of any of the foregoing, the Buyer specifically acknowledges that the Seller does not represent or in any way warrant the accuracy of any marketing documents and information provided to, made available to or pamphlets listing obtained by REIT B. REIT B acknowledges that none of REIT A or describing any of its advisors, officers, directors, trustees, members, employees, agents, attorneys, consultants and/or shareholders have made any representations, warranties, promises, covenants, agreements or guaranties of any kind or character whatsoever, whether express or implied, oral or written, past, present or future, concerning the Asset suitability, manner or standard of construction or appropriateness of the information, if any, provided by improvements of the Seller to the Buyer; andSubject Properties for a particular purpose.

As Is, Where Is. (a) The Buyer does hereby acknowledgePurchaser acknowledges, representrepresents and warrants that any information supplied or made available by Sellers, warrant whether written or oral or in the form of maps, surveys, plats, environmental reports, engineering studies, inspection reports, plans, specifications or any other information whatsoever, without exception, pertaining to the Assets, any and agree all records, rent rolls and other documents pertaining to the use or occupancy of the Facilities, the Encumbered Properties, the Greensville Premises or any portion of any thereof, the income thereof, the costs and expenses of the maintenance thereof, and any and all other matters concerning the condition, suitability, integrity, marketability, compliance with Laws or other attributes of the Seller Assets or the Encumbered Properties or any part thereof, has been furnished to Purchaser solely to assist in Purchaser’s review and investigation of the Assets. Further, Purchaser acknowledges that, except as otherwise expressly provided in this Agreement of the Applicable Closing Date for an Asset, Purchaser will be familiar with such Asset and will have made all such independent investigations as Purchaser deems necessary or in any closing documents to be delivered by the Seller to the Buyer at Closingappropriate concerning such Asset. AS SUCH, THE ASSETS ARE SOLD BY SELLERS, AND ARE HEREBY ACCEPTED BY PURCHASER, AS IS, WHERE IS AND WITH ALL FAULTS, AND WITHOUT ANY REPRESENTATIONS OR WARRANTIES WHATSOEVER, EXPRESSED OR IMPLIED, WRITTEN OR ORAL, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY MADE HEREIN. PURCHASER HEREBY UNCONDITIONALLY WAIVES AND EXCLUDES, AND SELLERS DISCLAIM, ALL REPRESENTATIONS AND WARRANTIES (EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY MADE BY SELLERS HEREIN), INCLUDING ANY AND ALL EXPRESS OR IMPLIED REPRESENTATIONS AND WARRANTIES AS TO: (i) the Buyer is expressly purchasing the Asset (and any part thereof) in its existing condition “AS ISTHE CONDITION OF THE FACILITIES, WHERE ISTHE ENCUMBERED PROPERTIES, THE GREENSVILLE LEASE, THE GREENSVILLE PREMISES, THE MORTGAGE LOANS OR ANY ASPECT OF ANY THEREOF, INCLUDING ANY AND WITH ALL FAULTS” whether known or unknown with respect to all factsEXPRESS OR IMPLIED REPRESENTATIONS AND WARRANTIES RELATED TO SUITABILITY FOR HABITATION, circumstances, conditions and defects, both patent and latentMERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE; (ii) the Seller has no obligation to inspect forTHE NATURE OR QUALITY OF CONSTRUCTION, repair or correct any such factsSTRUCTURAL DESIGN OR ENGINEERING OF THE FACILITIES, circumstances, conditions or defects or to compensate Buyer for sameTHE ENCUMBERED PROPERTIES OR THE GREENSVILLE PREMISES; (iii) the Seller has provided the Buyer sufficient opportunity to make such independent factualTHE QUALITY OF THE LABOR OR MATERIALS INCLUDED IN THE FACILITIES, physical and legal examinations and inquiries as the Buyer deems necessary or appropriate with respect to the Asset and the transaction contemplated by this AgreementTHE ENCUMBERED PROPERTIES OR THE GREENSVILLE PREMISES; (iv) the Seller has specifically bargained for the assumption by the Buyer of all responsibility to inspect and investigate the Asset and of all risk of adverse conditions and has structured the Purchase Price and other terms of this Agreement in consideration thereofTHE SOIL CONDITIONS, DRAINAGE, TOPOGRAPHICAL FEATURES OR OTHER CONDITIONS OF THE FACILITIES, THE ENCUMBERED PROPERTIES OR THE GREENSVILLE PREMISES OR WHICH AFFECT ANY THEREOF; (v) the Buyer has undertaken or will undertake all such inspections and investigations of the Asset as the Buyer deems necessary or appropriate with respect to the Asset and the suitability of the Asset for Buyer’s intended useANY FEATURES OR CONDITIONS AT OR WHICH AFFECT THE ASSETS, and based upon sameTHE ENCUMBERED PROPERTIES OR THE GREENSVILLE PREMISES WITH RESPECT TO ANY PARTICULAR PURPOSE, the Buyer is and will be relying strictly and solely upon such inspections and examinations and the advice and counsel of its own consultantsUSE, agentsDEVELOPMENTAL POTENTIAL, legal counsel and officers, the Buyer has approved or will approve the Asset in all respects, and the Buyer is and will be fully satisfied that the Purchase Price is fair and adequate consideration for the AssetCASH FLOW OR OTHERWISE; and (vi) the Seller is not making and has not made any warranty or representation with respect to any materials or other data provided by the Seller to the Buyer ALL EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES CREATED BY ANY AFFIRMATION OF FACT OR PROMISE OR BY ANY DESCRIPTION OF ANY OF THE FACILITIES, THE ENCUMBERED PROPERTIES, THE GREENSVILLE PREMISES OR THE MORTGAGE LOANS; (whether prepared by or for the Seller or othersvii) or the educationANY ENVIRONMENTAL, skillsGEOLOGICAL, competence or diligence of the preparers thereof or the physical condition or any other aspect of all or any part of the Asset as an inducement to the Buyer to enter into this Agreement and thereafter to purchase the Asset or for any other purpose. Without limiting the generality of any of the foregoingMETEOROLOGICAL, the Buyer specifically acknowledges that the Seller does not represent or in any way warrant the accuracy of any marketing information or pamphlets listing or describing the Asset or the informationSTRUCTURAL OR OTHER CONDITION OR HAZARD OR THE ABSENCE THEREOF HERETOFORE, if anyNOW OR HEREAFTER AFFECTING IN ANY MANNER ANY OF THE FACILITIES, provided by the Seller to the BuyerTHE ENCUMBERED PROPERTIES OR THE GREENSVILLE PREMISES; and(viii) CLAIMS REGARDING DEFECTS WHICH WERE NOT OR ARE NOT DISCOVERABLE; (ix) PRODUCT LIABILITY CLAIMS IN ANY MANNER RELATED TO ANY OF THE ASSETS, THE GREENSVILLE LEASE OR THE GREENSVILLE PREMISES; AND (x) ALL OTHER EXPRESS OR IMPLIED WARRANTIES AND REPRESENTATIONS BY SELLERS WHATSOEVER (EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY MADE BY SELLERS HEREIN).

As Is, Where Is. (a) The Buyer does hereby acknowledgePurchaser acknowledges, representrepresents and warrants that any information supplied or made available by Sellers, warrant whether written or oral or in the form of maps, surveys, plats, environmental reports, engineering studies, inspection reports, plans, specifications or any other information whatsoever, without exception, pertaining to the Facilities, any and agree all records, rent rolls and other documents pertaining to the use or occupancy of the Facilities or any portion thereof, the income thereof, the costs and expenses of the maintenance thereof, and any and all other matters concerning the condition, suitability, integrity, marketability, compliance with Laws or other attributes of the Facilities or any part thereof, has been furnished to Purchaser solely to assist in Purchaser’s review and investigation of the Facilities. Further, Purchaser acknowledges that, as of the Effective Date, Purchaser is in possession of the Facilities and is familiar with the Seller thatFacilities and has made all such independent investigations as Purchaser deems necessary or appropriate concerning the Facilities. AS SUCH, except as otherwise expressly provided in this Agreement or in any closing documents to be delivered by the Seller to the Buyer at ClosingTHE FACILITIES ARE SOLD BY SELLERS, AND ARE HEREBY ACCEPTED BY PURCHASER, AS IS, WHERE IS AND WITH ALL FAULTS, AND WITHOUT ANY REPRESENTATIONS OR WARRANTIES WHATSOEVER, EXPRESSED OR IMPLIED, WRITTEN OR ORAL. PURCHASER HEREBY UNCONDITIONALLY WAIVES AND EXCLUDES, AND SELLERS DISCLAIM, ALL REPRESENTATIONS AND WARRANTIES, INCLUDING ANY AND ALL EXPRESS OR IMPLIED REPRESENTATIONS AND WARRANTIES AS TO: (i) the Buyer is expressly purchasing the Asset (and any part thereof) in its existing condition “AS ISTHE CONDITION OF THE FACILITIES OR ANY ASPECT THEREOF, WHERE ISINCLUDING ANY AND ALL EXPRESS OR IMPLIED REPRESENTATIONS AND WARRANTIES RELATED TO SUITABILITY FOR HABITATION, AND WITH ALL FAULTS” whether known or unknown with respect to all facts, circumstances, conditions and defects, both patent and latentMERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE; (ii) the Seller has no obligation to inspect forTHE NATURE OR QUALITY OF CONSTRUCTION, repair or correct any such facts, circumstances, conditions or defects or to compensate Buyer for sameSTRUCTURAL DESIGN OR ENGINEERING OF THE IMPROVEMENTS; (iii) the Seller has provided the Buyer sufficient opportunity to make such independent factual, physical and legal examinations and inquiries as the Buyer deems necessary or appropriate with respect to the Asset and the transaction contemplated by this AgreementTHE QUALITY OF THE LABOR OR MATERIALS INCLUDED IN THE IMPROVEMENTS; (iv) the Seller has specifically bargained for the assumption by the Buyer of all responsibility to inspect and investigate the Asset and of all risk of adverse conditions and has structured the Purchase Price and other terms of this Agreement in consideration thereofTHE SOIL CONDITIONS, DRAINAGE, TOPOGRAPHICAL FEATURES OR OTHER CONDITIONS OF THE FACILITIES OR WHICH AFFECT ANY THEREOF; (v) the Buyer has undertaken or will undertake all such inspections and investigations of the Asset as the Buyer deems necessary or appropriate with respect to the Asset and the suitability of the Asset for Buyer’s intended useANY FEATURES OR CONDITIONS AT OR WHICH AFFECT THE FACILITIES WITH RESPECT TO ANY PARTICULAR PURPOSE, and based upon sameUSE, the Buyer is and will be relying strictly and solely upon such inspections and examinations and the advice and counsel of its own consultantsDEVELOPMENTAL POTENTIAL, agents, legal counsel and officers, the Buyer has approved or will approve the Asset in all respects, and the Buyer is and will be fully satisfied that the Purchase Price is fair and adequate consideration for the AssetCASH FLOW OR OTHERWISE; and (vi) the Seller is not making and has not made any warranty or representation with respect to any materials or other data provided by the Seller to the Buyer ALL EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES CREATED BY ANY AFFIRMATION OF FACT OR PROMISE OR BY ANY DESCRIPTION OF ANY OF THE FACILITIES; (whether prepared by or for the Seller or othersvii) or the educationANY ENVIRONMENTAL, skillsGEOLOGICAL, competence or diligence of the preparers thereof or the physical condition or any other aspect of all or any part of the Asset as an inducement to the Buyer to enter into this Agreement and thereafter to purchase the Asset or for any other purpose. Without limiting the generality of any of the foregoingMETEOROLOGICAL, the Buyer specifically acknowledges that the Seller does not represent or in any way warrant the accuracy of any marketing information or pamphlets listing or describing the Asset or the informationSTRUCTURAL OR OTHER CONDITION OR HAZARD OR THE ABSENCE THEREOF HERETOFORE, if any, provided by the Seller to the BuyerNOW OR HEREAFTER AFFECTING IN ANY MANNER ANY OF THE FACILITIES; and(viii) CLAIMS REGARDING DEFECTS WHICH WERE NOT OR ARE NOT DISCOVERABLE; (ix) PRODUCT LIABILITY CLAIMS IN ANY MANNER RELATED TO ANY OF THE FACILITIES; AND (x) ALL OTHER EXPRESS OR IMPLIED WARRANTIES AND REPRESENTATIONS BY SELLERS WHATSOEVER.

As Is, Where Is. (a) The Buyer does hereby acknowledge, represent, warrant and agree to and with the Seller that, except as otherwise expressly provided Notwithstanding anything contained in this Agreement to the contrary, it is expressly understood that, pursuant to this Article III, Buyer is being provided a period of sixty (60) days to obtain and review such Review Items pertaining to the Property as Buyer deems necessary and prudent and to make a full and complete physical inspection of the Property. The parties expressly agree that Seller shall have no obligation to cure any objections Buyer may have to any Review Item Issues identified in or in connection with any closing documents of the Review Items or to be delivered by correct or repair any title, survey, environmental, structural or other defect or anomaly which Buyer may discover or determine exists during the Seller Review Period. In the event Buyer nevertheless elects to proceed in accordance with the Buyer at Closing: (i) the Buyer is expressly purchasing the Asset (terms and any part thereof) in its existing condition conditions herein, BUYER UNDERSTANDS AND AGREES THAT SUCH ELECTION SHALL BE DEEMED TO BE A WAIVER OF ANY CLAIM THAT BUYER HAS OR MAY HAVE TO INDEMNIFICATION, RECOMPENSE, DAMAGE OR OTHER LEGAL OR EQUITABLE RELIEF AGAINST SELLER WITH RESPECT TO ANY OF THE FOREGOING, THAT BUYER SHALL ACQUIRE THE PROPERTY ON AN “AS IS, WHERE IS” BASIS, AND THAT BUYER SHALL HAVE NO CLAIM WHATSOEVER AGAINST SELLER FOR ANY EXISTING PHYSICAL CONDITION OF THE PROPERTY (INCLUDING BUT NOT LIMITED TO ANY ENVIRONMENTAL CONDITION), NOR SHALL BUYER HAVE ANY CLAIM AGAINST SELLER FOR ANY OF THE FINANCIAL INFORMATION OR OTHER DOCUMENTATION HERETOFORE OR HEREAFTER SUBMITTED TO BUYER IN CONNECTION WITH ALL FAULTS” whether known or unknown with respect to all facts, circumstances, conditions and defects, both patent and latent; (ii) the Seller has no obligation to inspect for, repair or correct any such facts, circumstances, conditions or defects or to compensate Buyer for same; (iii) the Seller has provided the Buyer sufficient opportunity to make such independent factual, physical and legal examinations and inquiries as the Buyer deems necessary or appropriate with respect to the Asset and the transaction contemplated by this Agreement; (iv) the Seller has specifically bargained for the assumption by the Buyer of all responsibility to inspect and investigate the Asset and of all risk of adverse conditions and has structured the Purchase Price and other terms of this Agreement in consideration thereof; (v) the Buyer has undertaken or will undertake all such inspections and investigations of the Asset as the Buyer deems necessary or appropriate with respect to the Asset and the suitability of the Asset for Buyer’s intended use, and based upon same, the Buyer is and will be relying strictly and solely upon such inspections and examinations and the advice and counsel of its own consultants, agents, legal counsel and officers, the Buyer has approved or will approve the Asset in all respects, and the Buyer is and will be fully satisfied that the Purchase Price is fair and adequate consideration for the Asset; and (vi) the Seller is not making and has not made any warranty or representation with respect to any materials or other data provided by the Seller to the Buyer (whether prepared by or for the Seller or others) or the education, skills, competence or diligence of the preparers thereof or the physical condition or any other aspect of all or any part of the Asset as an inducement to the Buyer to enter into this Agreement and thereafter to purchase the Asset or for any other purpose. Without limiting the generality of any of the foregoing, the Buyer specifically acknowledges that the Seller does not represent or in any way warrant the accuracy of any marketing information or pamphlets listing or describing the Asset or the information, if any, provided by the Seller to the Buyer; andBUYER’S INSPECTION OF THE PROPERTY AND REVIEW OF ITS OPERATIONS.

As Is, Where Is. (a) The Buyer Purchaser acknowledges, represents and warrants that Purchaser is familiar with the business and affairs of Sellers and the Properties, and Purchaser does hereby acknowledgenot need any further information or data relating to Sellers or the Properties. Purchaser is acquiring the Properties based solely on its own independent investigation and inspection of the Properties and not in reliance on any information provided by Sellers. Purchaser acknowledges, representrepresents and warrants that Purchaser, warrant the Purchaser Related Parties and any permitted assignee of Purchaser thereof in accordance with Section 11.3 below, understand and agree that (i) the Property Documents shall be made available for general information purposes only, (ii) Purchaser, the Purchaser Related Parties and any permitted assignee of Purchaser in accordance with Section 11.3 below, shall not have any right to rely on any Property Documents and with will not rely thereon, but rather will rely on inspections and reports performed by or on behalf of Purchaser, and (iii) BH Member, XX-XX JV and Sellers shall not have any liability for any inaccuracy in or omission from any of the Seller thatProperty Documents. THE PROPERTIES, except as otherwise expressly provided in this Agreement or in any closing documents to be delivered by the Seller to the Buyer at ClosingAND ALL RIGHT, TITLE AND INTERESTS OF SELLERS THEREIN ARE, AS APPLICABLE, TO BE ASSIGNED, TRANSFERRED, CONVEYED AND/OR SOLD BY SELLERS, AND ARE HEREBY TO BE ACCEPTED BY PURCHASER, AS IS, WHERE IS AND WITH ALL FAULTS, AND, EXCEPT AS EXPRESSLY SET FORTH HEREIN, WITHOUT ANY REPRESENTATIONS OR WARRANTIES WHATSOEVER, EXPRESSED OR IMPLIED, WRITTEN OR ORAL. SELLERS HEREBY DISCLAIM, AND PURCHASER INTENDS TO UNCONDITIONALLY WAIVE AND EXCLUDE, ALL REPRESENTATIONS AND WARRANTIES, INCLUDING ANY AND ALL EXPRESS OR IMPLIED REPRESENTATIONS AND WARRANTIES AS TO: (i) the Buyer is expressly purchasing the Asset THE CONDITION OF THE PROPERTIES OR ANY ASPECT THEREOF (and any part thereof) in its existing condition “AS ISINCLUDING, WHERE ISWITHOUT LIMITATION, THE ASSUMED BUSINESS AGREEMENTS AND WITH THE PERMITS AND WARRANTIES), INCLUDING ANY AND ALL FAULTS” whether known or unknown with respect to all factsEXPRESS, circumstancesIMPLIED OR STATUTORY REPRESENTATIONS AND WARRANTIES RELATED TO SUITABILITY FOR HABITATION, conditions and defects, both patent and latentMERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE; (ii) the Seller has no obligation to inspect forTHE NATURE OR QUALITY OF DLI-6447995v8 18 CONSTRUCTION, repair or correct any such facts, circumstances, conditions or defects or to compensate Buyer for sameSTRUCTURAL DESIGN OR ENGINEERING OF ANY OF THE IMPROVEMENTS; (iii) the Seller has provided the Buyer sufficient opportunity to make such independent factual, physical and legal examinations and inquiries as the Buyer deems necessary or appropriate with respect to the Asset and the transaction contemplated by this AgreementTHE QUALITY OF THE LABOR OR MATERIALS INCLUDED IN ANY OF THE IMPROVEMENTS; (iv) the Seller has specifically bargained for the assumption by the Buyer of all responsibility to inspect and investigate the Asset and of all risk of adverse conditions and has structured the Purchase Price and other terms of this Agreement in consideration thereofTHE SOIL CONDITIONS, DRAINAGE, TOPOGRAPHICAL FEATURES OR OTHER CONDITIONS OF THE PROPERTIES OR WHICH AFFECT ANY ASPECTS THEREOF; (v) the Buyer has undertaken or will undertake all such inspections and investigations of the Asset as the Buyer deems necessary or appropriate with respect to the Asset and the suitability of the Asset for Buyer’s intended useANY FEATURES OR CONDITIONS AT OR WHICH AFFECT THE PROPERTIES OR ANY THEREOF WITH RESPECT TO ANY PARTICULAR PURPOSE, and based upon sameUSE, the Buyer is and will be relying strictly and solely upon such inspections and examinations and the advice and counsel of its own consultantsDEVELOPMENTAL POTENTIAL, agents, legal counsel and officers, the Buyer has approved or will approve the Asset in all respects, and the Buyer is and will be fully satisfied that the Purchase Price is fair and adequate consideration for the AssetCASH FLOW OR OTHERWISE; and (vi) the Seller is not making and has not made any warranty or representation with respect to any materials or other data provided by the Seller to the Buyer ALL EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES CREATED BY ANY AFFIRMATION OF FACT OR PROMISE OR BY ANY DESCRIPTION OF THE PROPERTIES OR ANY ASPECTS THEREOF OR ANY OF THE ASSUMED BUSINESS AGREEMENTS OR PERMITS AND WARRANTIES; (whether prepared by or for the Seller or othersvii) or the educationANY ENVIRONMENTAL, skillsGEOLOGICAL, competence or diligence of the preparers thereof or the physical condition or any other aspect of all or any part of the Asset as an inducement to the Buyer to enter into this Agreement and thereafter to purchase the Asset or for any other purpose. Without limiting the generality of any of the foregoingMETEOROLOGICAL, the Buyer specifically acknowledges that the Seller does not represent or in any way warrant the accuracy of any marketing information or pamphlets listing or describing the Asset or the informationSTRUCTURAL OR OTHER CONDITION OR HAZARD OR THE ABSENCE THEREOF HERETOFORE, if anyNOW OR HEREAFTER AFFECTING IN ANY MANNER THE PROPERTIES OR ANY THEREOF; (viii) CLAIMS REGARDING DEFECTS WHICH WERE NOT OR ARE NOT DISCOVERABLE; (ix) PRODUCT LIABILITY CLAIMS IN ANY MANNER RELATED TO THE PROPERTIES OR ANY ASPECTS THEREOF; (x) ANY LAWS APPLICABLE TO THE PROPERTIES OR THE COMPLIANCE BY SELLERS OR THE PROPERTIES WITH ANY SUCH LAWS; (xi) ANY REVENUES OR EXPENSES GENERATED BY OR ASSOCIATED WITH THE PROPERTIES OR THE TRANSACTIONS CONTEMPLATED HEREIN; AND (xii) ALL OTHER EXPRESS, provided by the Seller to the Buyer; andIMPLIED OR STATUTORY WARRANTIES AND REPRESENTATIONS BY XXXXXXX, XX MEMBER OR XX-XX JV WHATSOEVER.