Common use of As Is, Where Is Clause in Contracts

As Is, Where Is. Except as specifically provided in this Agreement, Contributor makes no covenant, representation or warranty as to the suitability of the Property for any purpose whatsoever or as to the physical condition of the Property or relating to its environmental (including any laws concerning the presence of oil or hazardous materials) condition or status (including handicap access and compliance with laws benefiting the disabled). Except as specifically provided in this Agreement, the Property is being conveyed “AS IS”, “WHERE IS”, “WITH ALL FAULTS” and “SUBJECT TO ALL DEFECTS,” AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE ARE HEREBY DISCLAIMED. Except as otherwise expressly stated herein, no materials provided to the Partnership by Contributor pursuant to the terms of the Inspection Agreement are a representation or warranty as to any matter contained therein. To Contributor’s knowledge, Contributor is unaware of any inaccuracies in any such materials provided to the Partnership. Except as otherwise expressly stated in this Agreement, Contributor is not bound in any manner by express or implied warranties, guaranties, promises, statements, representations or information pertaining to the Property as to its physical condition, compliance with laws, permits, licenses, space leases, rents, income, cash flow, gross income, net income, profits, earnings, occupancies, expenses and operations, or any other matter or thing, except as specifically set forth in this Agreement. In addition, except as otherwise expressly stated in this Agreement, Contributor is not bound or liable in any manner by any verbal or written statements, representations or any information pertaining to the Property, or claimed to have been furnished by any person or party, agent, contractor, engineer, consultant, broker or employee of Contributor.

As Is, Where Is. Except as specifically provided in ARTICLE IV hereof, Buyer or its Representatives, to the extent it so desires, shall have examined and inspected the Conveyed Assets prior to the execution of this Agreement, Contributor makes no covenantand subject to the provisions of this ARTICLE X, representation Buyer agrees to accept the Conveyed Assets in an “AS IS, WHERE IS” condition as of the Closing. Buyer agrees that, except as provided in ARTICLE IV, Buyer is not relying upon any representations, statements, or warranty warranties (oral or written, implied or express) of any officer, employee, agent or Representative of Parent or Company, or any salesperson or broker (if any) involved in this transaction as to the suitability of the Property for Conveyed Assets, including: (a) any purpose whatsoever representation, statements or warranties as to the physical condition of the Conveyed Assets; (b) the fitness and/or suitability of the Conveyed Assets for use as a resort, hotel, casino and/or any other use or purpose; (c) the financial performance of the Hotel Property; (d) the compliance of the Conveyed Assets with applicable building, zoning, subdivision, environmental, land use Laws, codes, ordinances, rules or regulations or any other applicable Laws; (e) the state of repair or condition of the Conveyed Assets; (f) the value of the Conveyed Assets; (g) the manner or quality of construction of the Conveyed Assets; (h) the income derived or to be derived from the Hotel Property; or (i) the fact that the Hotel Property may be located in hurricane zones, on earthquake faults or relating in seismic hazardous zones. Parent and Company make no representations or warranties as to merchantability or fitness for any particular purpose and no implied representations or warranties and disclaim all such representations and warranties. Without limiting the foregoing, and except as expressly set forth in ARTICLE IV, Parent and Company disclaim any warranty arising by industry custom or course of dealing. Without limiting the generality of the foregoing, Buyer acknowledges that neither Parent, Company nor any of their Affiliates or their respective Representatives have made any representation or warranty with respect to any projections, pro forma statements, forecasts or forward-looking statements made by or made available to Buyer or any of its environmental (including any laws concerning the presence of oil Affiliates or hazardous materials) condition or status (including handicap access their respective Representatives. Buyer and compliance with laws benefiting the disabled). Except as specifically provided its Affiliates acknowledge that, in entering into this Agreement, they are not intending to purchase all of the Property is being conveyed “AS IS”assets that are necessary to operate the Hotel Property. Buyer and its Affiliates acknowledge that, “WHERE IS”in entering into this Agreement, “WITH ALL FAULTS” they have relied solely on their own investigation of the Conveyed Assets, Company, NewCo and “SUBJECT TO ALL DEFECTS,” AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE ARE HEREBY DISCLAIMED. Except as otherwise the representations and warranties expressly stated hereinset forth in ARTICLE IV, no materials provided subject to the Partnership by Contributor pursuant limitations and restrictions specified herein. Subject to the terms second sentence of the Inspection Agreement are a representation this Section 10.1, Buyer, for itself and its successors and assigns, waives any right to assert any claim against Parent, Company or warranty as their Affiliates at law or in equity, relating to any matter contained therein. To Contributor’s knowledgedescribed in clauses (a) through (i) of this Section 10.1, Contributor is unaware of any inaccuracies in any such materials provided to the Partnership. Except as or otherwise expressly stated disclaimed in this AgreementSection 10.1, Contributor is not bound whether latent or patent, disclosed or undisclosed, known or unknown, in any manner by express contract or implied warrantiestort, guaranties, promises, statements, representations now existing or information pertaining to the Property as to its physical condition, compliance with laws, permits, licenses, space leases, rents, income, cash flow, gross income, net income, profits, earnings, occupancies, expenses and operations, or any other matter or thing, except as specifically set forth in this Agreement. In addition, except as otherwise expressly stated in this Agreement, Contributor is not bound or liable in any manner by any verbal or written statements, representations or any information pertaining to the Property, or claimed to have been furnished by any person or party, agent, contractor, engineer, consultant, broker or employee of Contributorhereafter arising.

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, whether express or implied, and subject to all matters of every kind and description existing as of the date hereof including, without limitation, (a) the existing state of title, including all covenants, conditions, restrictions, ground leases, easements and Legal Requirements (but excluding any matters created or caused by any acts of Landlord). Except as specifically provided in this Agreementfor matters arising by, Contributor makes no covenantthrough or under Landlord, representation Tenant waives any and all claims, demands and cause or warranty as causes of action heretofore or hereafter arising against Landlord with respect to the suitability of the Property for any purpose whatsoever or as to the physical condition of the Property or relating the ability of Tenant to conduct its environmental (including any laws concerning business from the presence of oil or hazardous materials) condition or status (including handicap access and compliance with laws benefiting the disabled)Facilities. Except as specifically provided in this AgreementWITHOUT LIMITING THE GENERALITY OF THE FOREGOING, the Property is being conveyed “LANDLORD MAKES NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTY AT THE FACILITIES OR ANY PART THEREOF, EITHER AS IS”TO ITS DESIGN, “WHERE IS”CONDITION, “WITH ALL FAULTS” and “SUBJECT TO ALL DEFECTS,” AND ALL IMPLIED WARRANTIES OF HABITABILITY, MERCHANTABILITY OR FITNESS FOR A ANY PARTICULAR USE OR PURPOSE ARE HEREBY DISCLAIMED(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. Except as otherwise expressly stated hereinTENANT ACKNOWLEDGES AND AGREES THAT, no materials provided to the Partnership by Contributor pursuant to the terms of the Inspection Agreement are a representation or warranty as to any matter contained therein. To Contributor’s knowledgeAS OF THE COMMENCEMENT DATE, Contributor is unaware of any inaccuracies in any such materials provided to the Partnership. Except as otherwise expressly stated in this Agreement, Contributor is not bound in any manner by express or implied warranties, guaranties, promises, statements, representations or information pertaining to the Property as to its physical condition, compliance with laws, permits, licenses, space leases, rents, income, cash flow, gross income, net income, profits, earnings, occupancies, expenses and operations, or any other matter or thing, except as specifically set forth in this Agreement. In addition, except as otherwise expressly stated in this Agreement, Contributor is not bound or liable in any manner by any verbal or written statements, representations or any information pertaining to the Property, or claimed to have been furnished by any person or party, agent, contractor, engineer, consultant, broker or employee of ContributorTHE 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.

As Is, Where Is. Except as specifically provided in this Agreement, Contributor makes no covenant, representation or warranty as to the suitability of the Property for any purpose whatsoever or as to the physical condition of the Property or relating to its environmental (including any laws concerning the presence of oil or hazardous materials) condition or status (including handicap access and compliance with laws benefiting the disabled). Except as specifically provided in this Agreement, the Property is being conveyed “AS IS”, “WHERE IS”, “WITH ALL FAULTS” and “SUBJECT TO ALL DEFECTS,” AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE ARE HEREBY DISCLAIMED. Except as otherwise expressly stated herein, no materials provided to the Partnership by Contributor pursuant to the terms of the Inspection Agreement are a representation or warranty as to any matter contained therein. To Contributor’s knowledge, Contributor is unaware of any inaccuracies in any such materials provided to the Partnership. Except as otherwise expressly stated in this Agreement, Contributor Seller is not bound in making and has not at any manner by time made any warranties or representations of any kind or character, express or implied warrantiesimplied, guaranties, promises, statements, representations or information pertaining with respect to the Property Property, including but not limited to, any warranties or representations as to its habitability, merchantability, fitness for a particular purpose, title (other than Seller’s warranties of title to be set forth in the Deed) zoning, tax consequences, physical or environmental condition, compliance with lawsoperating history or projections, permitsvaluations, licensesgovernmental approvals, space leasesgovernmental regulations, rentsthe truth, income, cash flow, gross income, net income, profits, earnings, occupancies, expenses and operations, accuracy or completeness of the items or any other information provided by or on behalf of Seller to Buyer or any other matter or thingthing regarding the Property. Except as expressly provided herein, except upon closing Seller shall and convey to Buyer and Buyer shall accept the Property “as specifically set forth in this Agreementis, where is with all faults”. In additionBuyer has not relied upon and will not rely upon, except as otherwise expressly stated in this Agreementeither directly or indirectly, Contributor is not bound any representation or liable in any manner by any verbal or written statements, representations or any information pertaining warranty of Seller with respect to the Property, except as to the representation and warranties expressly stated herein. Buyer will conduct such investigations of the Property, including but not limited to the physical and environmental conditions thereof, as Buyer deems necessary to satisfy itself as to the condition of the Property and will rely solely upon same and not on any information provided by or claimed on behalf of Seller. Except as to those representations and warranties expressly stated herein or with respect to title to the Property, upon closing, Buyer shall assume the risk that adverse matters, including but not limited to, construction defects and adverse physical and environmental conditions, may not have been furnished revealed by any person or party, agent, contractor, engineer, consultant, broker or employee of ContributorBuyer’s investigations.

As Is, Where Is. Except as specifically provided Buyer or its Representatives to the extent it so desires shall have examined and inspected the Company Property prior to the execution of this Agreement, and subject to the provisions of this Article XI and otherwise in this Agreement, Contributor makes no covenantBuyer agrees to accept the Company Property in an “AS IS, representation WHERE IS” condition as of the Closing. Buyer agrees that, except as provided in Article IV, Buyer is not relying upon any representations, statements, or warranty warranties (oral or written, implied or express) of any officer, employee, agent or Representative of Seller, or any salesperson or broker (if any) involved in this transaction as to the suitability of the Property for Company Property, including: (a) any purpose whatsoever representation, statements or warranties as to the physical condition of the Company Property; (b) the fitness and/or suitability of the Company Property for use as a resort, hotel, casino and/or any other use or relating purpose; (c) the financial performance of, or any projections related to, the Company or their casinos or hotels; (d) the compliance of the Company Property with applicable building, zoning, subdivision, environmental, land use laws, codes, ordinances, rules or regulations or any other Laws; (e) the state of repair or condition of the Company Property; (f) the value of the Company Property; (g) the manner or quality of construction of the Company Property; (h) the income derived or to be derived from the Company or their casinos or hotels; or (i) the fact that the Company Property may now be located in hurricane zones, on earthquake faults or in seismic hazardous zones. Seller makes no representations or warranties as to merchantability or fitness for any particular purpose and no implied representations or warranties and disclaims all such representations and warranties. Without limiting the foregoing, and except as expressly set forth in Article IV, Seller and its environmental (including Affiliates disclaim any laws concerning warranty of title or noninfringement and any warranty arising by industry custom or course of dealing. Without limiting the presence generality of oil the foregoing, Buyer acknowledges that neither Seller nor any of its Affiliates or hazardous their respective Representatives has made any representation or warranty with respect to, and Buyer is not relying on, any management presentation, confidential information memoranda, business plans, data site materials) condition , projections, forecasts or status (including handicap access forward-looking statements made by or made available to Buyer or any of its Affiliates or their respective Representatives. Buyer and compliance with laws benefiting the disabled). Except as specifically provided its Affiliates acknowledge that, in entering into this Agreement, they have relied solely on their own investigation of the Company Property is being conveyed “AS IS”and the Company and on the representations and warranties expressly set forth in Article IV, “WHERE IS”, “WITH ALL FAULTS” and “SUBJECT TO ALL DEFECTS,” AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE ARE HEREBY DISCLAIMED. Except as otherwise expressly stated herein, no materials provided subject to the Partnership limitations and restrictions specified herein. Subject to this Section 11.1 and compliance by Contributor pursuant Seller and the Company with their respective representations, warranties, covenants and agreements set forth herein prior to the terms of the Inspection Agreement are a representation Closing, Buyer, for itself and its successors and assigns, waives any right to assert any claim against Seller or warranty as its Affiliates at law or in equity, relating to any matter contained therein. To Contributor’s knowledgedescribed in clauses (a) through (i) of this Section 11.1, Contributor is unaware of any inaccuracies in any such materials provided to the Partnership. Except as or otherwise expressly stated disclaimed in this AgreementSection 11.1, Contributor is not bound whether latent or patent, disclosed or undisclosed, known or unknown, in any manner by express contract or implied warrantiestort, guaranties, promises, statements, representations now existing or information pertaining to the Property as to its physical condition, compliance with laws, permits, licenses, space leases, rents, income, cash flow, gross income, net income, profits, earnings, occupancies, expenses and operations, or any other matter or thing, except as specifically set forth in this Agreement. In addition, except as otherwise expressly stated in this Agreement, Contributor is not bound or liable in any manner by any verbal or written statements, representations or any information pertaining to the Property, or claimed to have been furnished by any person or party, agent, contractor, engineer, consultant, broker or employee of Contributorhereafter arising.

As Is, Where Is. Except as specifically provided The Assets are being sold in this Agreement, Contributor makes no covenant, representation or warranty as to the suitability of the Property for any purpose whatsoever or as to the physical condition of the Property or relating to its environmental (including any laws concerning the presence of oil or hazardous materials) condition or status (including handicap access and compliance with laws benefiting the disabled). Except as specifically provided in this Agreement, the Property is being conveyed an “AS IS”, ” condition on a “WHERE IS”, ” basis and “WITH ALL FAULTS” as of the Closing Date, and “SUBJECT TO ALL DEFECTS,” AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE ARE HEREBY DISCLAIMEDsubject to any title defects, liens, security interests and other matters affecting title to any of the Properties or any Collateral Property, and subject to Sellers’ representations, warranties and covenants set forth in this Agreement and the Seller Deliveries. Except as otherwise expressly stated hereinspecifically set forth herein and/or in the Seller Deliveries, Sellers make no materials provided to the Partnership by Contributor pursuant to the terms of the Inspection Agreement are a representation warranties or warranty as to any matter contained therein. To Contributor’s knowledge, Contributor is unaware representations of any inaccuracies type, kind, character or nature, whether expressed or implied, statutory or otherwise (the warranties provided for in any such materials provided to the Partnership. Except as otherwise expressly stated applicable Uniform Commercial Code being specifically negated), in this Agreement, Contributor is not bound fact or in any manner by express or implied warranties, guaranties, promises, statements, representations or information pertaining to the Property as to its physical condition, compliance with laws, permits, licenses, space leases, rents, income, cash flow, gross income, net income, profits, earnings, occupancies, expenses and operationslaw, or any warranties of merchantability or fitness for a particular purpose with respect to any term or condition of any Note, any Security Instrument, any of the other matter Loan Documents, any Property, any Loan, or thing, any Collateral Property. Without in any way limiting the generality of the foregoing and except as specifically set forth herein and/or in this Agreementthe Seller Deliveries, Sellers have not made, do not make or undertake, and expressly disclaim any representation, warranty or obligation, express or implied, as to any characteristic or other matter affecting or related to any term or condition of any Note, any Security Instrument, any of the other Loan Documents, any Property, any Loan, or with respect to any Collateral Property. In addition, Without in any way limiting the generality of the foregoing and except as otherwise expressly stated specifically set forth herein and/or in this Agreementthe Seller Deliveries, Contributor is not bound Sellers make no representation or liable warranty, whether express or implied, and assumes no responsibility with respect to (i) the collectability of any Note or the value of any Asset, (ii) the creditworthiness or financial condition of any Borrower or the ability of any Borrower to perform its obligations under its respective Loan Documents, (iii) the due execution, validity, sufficiency, enforceability or the perfection or priority of any liens or security interests securing or appearing to secure or relating to the Loans or with respect to any Collateral Property covered by such liens, (iv) the condition of any Asset or the value or income potential of any Asset or any collateral included in the Loan Documents, (v) the state of title to or occupancy or insurability of any manner by any verbal or written statementsof the Properties, representations or any information pertaining contained in any title reports, insurance policies, surveys, leases, lien searches, tax reports, property condition reports, environmental studies or other due diligence with respect to the PropertyProperties or any Collateral Property (the “Property Documents”), whether obtained by Purchaser or otherwise, (vi) rights of offset, deductions, negotiability, or claimed to have been furnished holder in due course status, the accuracy or completeness of the matters disclosed, represented or warranted by any person party in any of the Loan Documents, (vii) the performance of the obligations of any party under any of the Loan Documents, or party, agent, contractor, engineer, consultant, broker (viii) the adequacy of the collateral described in the Loan Documents. Loan Seller shall have no responsibility for the financial condition of any Borrower or employee the ability of Contributorany Borrower to perform its obligations under the Loan Documents.

As Is, Where Is. Except as specifically provided in this Agreement, Contributor makes no covenant, representation or warranty as Tenant hereby acknowledges that Landlord has acquired title to the suitability Property solely to be able to enter into this Lease with Tenant. Tenant or Tenant's Affiliate has been responsible for the construction of the Facility. Accordingly, Tenant is familiar with each and every aspect of the Property, including the condition of the Property, 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 existing state of title, including all covenants, conditions, restrictions, ground leases, easements, Legal Requirements, mortgages, deeds of trust, assignments of leases, fixture filings, security agreements, financing statements and other financing instruments and any and all other matters, including matters known to Tenant, all matters of record and other matters, and (b) matters which would be disclosed by an inspection of the Property for or by an accurate survey of the Land and (c) all other matters which should reasonably have been known to Tenant (but excluding any purpose whatsoever matters created or as caused by any acts of Landlord, it being understood, however, that at no time prior to the physical commencement of the Term has Landlord operated or been in possession of the Property). Except for matters arising by, through or under Landlord, Tenant waives any and all claims, demands and cause or causes of action heretofore or hereafter arising against Landlord with respect to the condition of the Property or relating the ability of Tenant to its environmental (including conduct any laws concerning the presence of oil or hazardous materials) condition or status (including handicap access and compliance with laws benefiting the disabled). Except as specifically provided in this Agreement, the Property is being conveyed “AS IS”, “WHERE IS”, “WITH ALL FAULTS” and “SUBJECT TO ALL DEFECTS,” AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE ARE HEREBY DISCLAIMED. Except as otherwise expressly stated herein, no materials provided to the Partnership by Contributor pursuant to the terms of the Inspection Agreement are a representation or warranty as to any matter contained therein. To Contributor’s knowledge, Contributor is unaware of any inaccuracies in any such materials provided to the Partnership. Except as otherwise expressly stated in this Agreement, Contributor is not bound in any manner by express or implied warranties, guaranties, promises, statements, representations or information pertaining to the Property as to its physical condition, compliance with laws, permits, licenses, space leases, rents, income, cash flow, gross income, net income, profits, earnings, occupancies, expenses and operations, or any other matter or thing, except as specifically set forth in this Agreement. In addition, except as otherwise expressly stated in this Agreement, Contributor is not bound or liable in any manner by any verbal or written statements, representations or any information pertaining to business from the Property. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, or claimed to have been furnished by any person or partyLANDLORD MAKES NO WARRANTY OR REPRESENTATION, agentEXPRESS OR IMPLIED, contractor, engineer, consultant, broker or employee of Contributor.WITH RESPECT TO THE PROPERTY OR ANY PART THEREOF,

As Is, Where Is. Except as specifically provided in this Agreement, Contributor makes no covenant, representation or warranty as to This Agreement reflects the suitability mutual agreement of Seller and Purchaser. Other than the Property for any purpose whatsoever or as to the physical condition of the Property or relating to its environmental (including any laws concerning the presence of oil or hazardous materials) condition or status (including handicap access and compliance with laws benefiting the disabled). Except as specifically provided in this Agreement, the Property is being conveyed “AS IS”, “WHERE IS”, “WITH ALL FAULTS” and “SUBJECT TO ALL DEFECTS,” AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE ARE HEREBY DISCLAIMED. Except as otherwise expressly stated herein, no materials provided to the Partnership by Contributor pursuant to the terms of the Inspection Agreement are a representation or warranty as to any matter contained therein. To Contributor’s knowledge, Contributor is unaware of any inaccuracies in any such materials provided to the Partnership. Except as otherwise expressly stated in this Agreement, Contributor is not bound in any manner by express or implied warranties, guaranties, promises, statements, representations or information pertaining to the Property as to its physical condition, compliance with laws, permits, licenses, space leases, rents, income, cash flow, gross income, net income, profits, earnings, occupancies, expenses and operations, or any other matter or thing, except as matters specifically set forth in this Agreement, which by the terms of this Agreement survive Closing, Purchaser will, upon the Closing, be deemed to have not relied upon and will not rely upon, either directly or indirectly, any representation or warranty of Seller or any of Seller's agents or representatives. In additionExcept to the extent set forth in Sections 8, except as otherwise expressly stated in 15 and 16 of this Agreement, Contributor Seller specifically disclaims, and neither it nor any of its Affiliates nor any advisor, consultant or employee of Seller is not bound making, any representation, warranty or liable in assurance whatsoever to Purchaser, and no warranties or representations of any manner kind or character, either express or implied, are made by any verbal Seller or written statementsrelied upon by Purchaser with respect to the status of title to or the maintenance, representations repair, condition, design or any information pertaining to marketability of the Property, or claimed any portion thereof, including, but not limited to, (a) any implied or express warranty of merchantability, (b) any implied or express warranty of fitness for a particular purpose, (c) any implied or express warranty of conformity to have been furnished models or samples of materials, (d) any rights of Purchaser under appropriate statutes to claim diminution of consideration, (e) any claim by Purchaser for damages because of defects, whether known or unknown, with respect to the improvements or the personal property, (f) the financial condition or prospects of the Property, and (g) the compliance or lack thereof of the Property with governmental regulations. Purchaser represents that it is a knowledgeable, experienced and sophisticated purchaser of real estate, and that it is relying solely on its own expertise and that of its advisors in purchasing the Property. Prior to the Closing, Purchaser will conduct and may conduct such inspections, investigations and other independent examinations of the Property and related matters as Purchaser deems necessary, including, but not limited to, the physical and environmental conditions thereof, and upon the Closing, will rely upon same and not upon any person statements of Seller (excluding the limited matters represented by Seller in Sections 8, 15 and 16 of this Agreement) or partyof any Affiliate, agentofficer, contractordirector, engineeremployee, consultantagent or attorney of Seller. Purchaser acknowledges and agrees that upon Closing, broker or employee Seller will sell and convey to Purchaser, and Purchaser will accept the Property, "as is", "where is", and “with all faults” except as may otherwise be specifically provided in Sections 8, 15 and 16 of Contributorthis Agreement. The terms and conditions of this Section 2.2 will expressly survive the Closing, will not merge with the provisions of any closing documents, and will survive the recordation of the Ground Lease Assignment.