Common use of Property As Is Clause in Contracts

Property As Is. Except as expressly provided in this Agreement including, without limitation, in connection with any representation and/or warranty of Seller made hereunder: (a) the Property is being sold without representations or warranties of any kind, whether express or implied, in “as is” “where is” condition and with all faults and Purchaser acknowledges that it is being provided a full opportunity to conduct any and all investigations, studies or tests it sees fit to perform; (b) Seller has specifically bargained for Purchaser to assume the risk of all unknown conditions; and (c) Seller has not made and will not make any warranties or representations whatsoever regarding the Property including without limitation the physical condition of the Property, the size of the Property, its suitability for Purchaser’s intended use, its fitness for a particular purpose, its suitability for development, the availability of approvals or entitlements, title to the Property, the availability of utilities and services, the availability of water, geologic conditions, soil conditions, Hazardous Materials, existing or contemplated zoning or planning designations or condemnation proceedings, the presence or absence of political opposition to development of the Property, or any other matter whatsoever related to the Property. PURCHASER ACKNOWLEDGES THAT IT AND ITS REPRESENTATIVES HAVE FULLY INSPECTED THE PROPERTY, THE LEASES, AND CONTRACTS RELATED TO THE OPERATION OF THE PROPERTY, OR WILL BE PROVIDED WITH AN ADEQUATE OPPORTUNITY TO DO SO, ARE OR WILL BE FULLY FAMILIAR WITH THE FINANCIAL AND PHYSICAL (INCLUDING WITHOUT LIMITATION, ENVIRONMENTAL) CONDITION THEREOF, AND THAT THE PROPERTY IS BEING PURCHASED BY PURCHASER IN AN “AS IS” AND “WHERE IS” CONDITION AND WITH EXISTING DEFECTS INCLUDING WITHOUT LIMITATION LATENT DEFECTS AS A RESULT OF SUCH INSPECTIONS AND INVESTIGATIONS AND, EXCEPT IN CONNECTION WITH ANY REPRESENTATION OR WARRANTY OF SELLER MADE HEREUNDER OR ANY CLOSING DOCUMENTS, NOT IN RELIANCE ON ANY AGREEMENT, UNDERSTANDING, CONDITION, WARRANTY (INCLUDING, WITHOUT LIMITATION, WARRANTIES OF HABITABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE) OR REPRESENTATION MADE BY SELLER OR ANY AGENT, EMPLOYEE OR PRINCIPAL OF SELLER OR ANY OTHER PARTY (EXCEPT AS EXPRESSLY ELSEWHERE PROVIDED IN THIS AGREEMENT) AS TO THE FINANCIAL OR PHYSICAL (INCLUDING, WITHOUT LIMITATION, ENVIRONMENTAL) CONDITION OF THE PROPERTY. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, EXCEPT FOR A BREACH BY SELLER OF ITS REPRESENTATIONS AND WARRANTIES HEREIN, PURCHASER HEREBY RELEASES SELLER AND (AS THE CASE MAY BE) SELLER’S OFFICERS, DIRECTORS, MEMBERS, SHAREHOLDERS, TRUSTEES, PARTNERS, EMPLOYEES, MANAGERS AND AGENTS FROM ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTIONS, LOSSES, DAMAGES, LIABILITIES, COSTS AND EXPENSES (INCLUDING ATTORNEY’S FEES WHETHER THE SUIT IS INSTITUTED OR NOT) WHETHER KNOWN OR UNKNOWN, LIQUIDATED OR CONTINGENT (HEREINAFTER COLLECTIVELY CALLED THE “CLAIMS”) ARISING FROM OR RELATING TO (i) ANY DEFECTS, ERRORS OR OMISSIONS IN THE DESIGN OR CONSTRUCTION OF THE PROPERTY WHETHER THE SAME ARE THE RESULT OF NEGLIGENCE OR OTHERWISE, OR (ii) ANY OTHER CONDITIONS, AFFECTING THE PROPERTY WHETHER THE SAME ARE A RESULT OF NEGLIGENCE OR OTHERWISE. THE RELEASE SET FORTH IN THIS SECTION SPECIFICALLY INCLUDES, WITHOUT LIMITATION, ANY CLAIMS UNDER ANY ENVIRONMENTAL LAWS OF THE UNITED STATES, THE STATE OF GEORGIA OR ANY POLITICAL SUBDIVISION THEREOF OR UNDER THE AMERICANS WITH DISABILITIES ACT OF 1990, AS ANY OF THOSE LAWS MAY BE AMENDED FROM TIME TO TIME, AND ANY REGULATIONS, ORDERS, RULES OR PROCEDURES OR GUIDELINES PROMULGATED IN CONNECTION WITH SUCH LAWS, REGARDLESS OF WHETHER THEY ARE IN EXISTENCE ON THE DATE OF THIS AGREEMENT. PURCHASER ACKNOWLEDGES THAT PURCHASER HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL OF PURCHASER’S SELECTION AND PURCHASER IS GRANTING THIS RELEASE OF ITS OWN VOLITION AND AFTER CONSULTATION WITH PURCHASER’S COUNSEL. The foregoing provisions of this Section 17 shall survive Closing or termination of this Agreement.

Property As Is. Except Buyer acknowledges and agrees that, except as expressly specifically provided in this Agreement includingSection 7.1 herein, without limitationSeller has not made, in connection with does not make and specifically negates and disclaims any representation and/or warranty of Seller made hereunder: (a) the Property is being sold without representations representations, warranties, promises, covenants, agreements or warranties guarantees of any kindkind or character whatsoever, whether express or implied, in “oral or written, past, present or future, of, as is” “where is” condition and to, concerning or with all faults and Purchaser acknowledges that it is being provided a full opportunity respect to conduct (i) value; (ii) the income to be derived from the Property; (iii) the suitability of the Property for any and all investigationsactivities and uses which Buyer may conduct thereon, studies or tests it sees fit to performincluding, without limitation, the possibilities for future development of the Property; (biv) Seller has specifically bargained for Purchaser to assume the risk of all unknown conditions; and (c) Seller has not made and will not make any warranties nature, quality or representations whatsoever regarding the Property including without limitation the physical condition of the Property, the size of the Propertyconstruction, its suitability for Purchaser’s intended usereconstruction, its fitness for a particular purposeconstruction materials, its suitability for developmentconstruction methods and deck construction including, without limitation, the availability of approvals or entitlements, title to the Property, the availability of utilities and services, the availability of water, geologic conditionssoil, soil conditionsand geology; (v) the compliance of or by the Property or its operation with any laws, Hazardous Materialsrules ordinances, existing or contemplated zoning regulations or planning designations any applicable governmental authority or condemnation proceedingsbody; (vi) compliance with any environmental protection, pollution or land use laws, rules, regulations, orders or requirements; (vii) the presence or absence of political opposition hazardous materials at, on, under or contiguous or adjacent to development the Property; (viii) the relationship with or status of any Tenant; or (ix) any other matter. Buyer further acknowledges and agrees that having been given the opportunity to inspect the Property and review information and documentation affecting the Property, Buyer is relying solely on its own investigation of the Property and review of such information and documentation, and not on any information provided or to be provided by Seller, except for Section 7.1 hereof. Seller is not liable or bound in any manner by any oral or written statements, representations or information pertaining to the Property, or the operation thereof, furnished by any real estate broker, agent, employee, servant or other person. Buyer further acknowledges and agrees that to the maximum extent permitted by law, the sale of the Property as provided for herein is made on an “as is” and “with all faults” condition and basis, and that Seller has no obligations to make repairs, replacements or improvements to the Property other than as expressly set forth herein in Section 7.1. Notwithstanding any other matter whatsoever related provisions contained herein, or in any document or instrument delivered in connection with the transfer contemplated hereby, to the Property. PURCHASER ACKNOWLEDGES THAT IT AND ITS REPRESENTATIVES HAVE FULLY INSPECTED THE PROPERTYcontrary (including, THE LEASESwithout limitation, AND CONTRACTS RELATED TO THE OPERATION OF THE PROPERTYany language providing the survival of certain provisions hereof or thereof), OR WILL BE PROVIDED WITH AN ADEQUATE OPPORTUNITY TO DO SOBuyer hereby acknowledges and agrees that Seller shall, ARE OR WILL BE FULLY FAMILIAR WITH THE FINANCIAL AND PHYSICAL (INCLUDING WITHOUT LIMITATIONupon the Close of Escrow, ENVIRONMENTAL) CONDITION THEREOFbe deemed to have satisfied and fulfilled all of Seller’s covenants, AND THAT THE PROPERTY IS BEING PURCHASED BY PURCHASER IN AN “AS IS” AND “WHERE IS” CONDITION AND WITH EXISTING DEFECTS INCLUDING WITHOUT LIMITATION LATENT DEFECTS AS A RESULT OF SUCH INSPECTIONS AND INVESTIGATIONS ANDindemnities, EXCEPT IN CONNECTION WITH ANY REPRESENTATION OR WARRANTY OF SELLER MADE HEREUNDER OR ANY CLOSING DOCUMENTSand obligations contained in this Agreement and the documents delivered pursuant hereto, NOT IN RELIANCE ON ANY AGREEMENTand except for the warranties and representations set forth in Section 7 herein, UNDERSTANDING, CONDITION, WARRANTY (INCLUDING, WITHOUT LIMITATION, WARRANTIES OF HABITABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE) OR REPRESENTATION MADE BY SELLER OR ANY AGENT, EMPLOYEE OR PRINCIPAL OF SELLER OR ANY OTHER PARTY (EXCEPT AS EXPRESSLY ELSEWHERE PROVIDED IN THIS AGREEMENT) AS TO THE FINANCIAL OR PHYSICAL (INCLUDING, WITHOUT LIMITATION, ENVIRONMENTAL) CONDITION OF THE PROPERTY. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, EXCEPT FOR A BREACH BY SELLER OF ITS REPRESENTATIONS AND WARRANTIES HEREIN, PURCHASER HEREBY RELEASES SELLER AND (AS THE CASE MAY BE) SELLER’S OFFICERS, DIRECTORS, MEMBERS, SHAREHOLDERS, TRUSTEES, PARTNERS, EMPLOYEES, MANAGERS AND AGENTS FROM ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTIONS, LOSSES, DAMAGES, LIABILITIES, COSTS AND EXPENSES (INCLUDING ATTORNEY’S FEES WHETHER THE SUIT IS INSTITUTED OR NOT) WHETHER KNOWN OR UNKNOWN, LIQUIDATED OR CONTINGENT (HEREINAFTER COLLECTIVELY CALLED THE “CLAIMS”) ARISING FROM OR RELATING TO (i) ANY DEFECTS, ERRORS OR OMISSIONS IN THE DESIGN OR CONSTRUCTION OF THE PROPERTY WHETHER THE SAME ARE THE RESULT OF NEGLIGENCE OR OTHERWISE, OR (ii) ANY OTHER CONDITIONS, AFFECTING THE PROPERTY WHETHER THE SAME ARE A RESULT OF NEGLIGENCE OR OTHERWISE. THE RELEASE SET FORTH IN THIS SECTION SPECIFICALLY INCLUDES, WITHOUT LIMITATION, ANY CLAIMS UNDER ANY ENVIRONMENTAL LAWS OF THE UNITED STATES, THE STATE OF GEORGIA OR ANY POLITICAL SUBDIVISION THEREOF OR UNDER THE AMERICANS WITH DISABILITIES ACT OF 1990, AS ANY OF THOSE LAWS MAY BE AMENDED FROM TIME TO TIME, AND ANY REGULATIONS, ORDERS, RULES OR PROCEDURES OR GUIDELINES PROMULGATED IN CONNECTION WITH SUCH LAWS, REGARDLESS OF WHETHER THEY ARE IN EXISTENCE ON THE DATE OF THIS AGREEMENT. PURCHASER ACKNOWLEDGES THAT PURCHASER HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL OF PURCHASER’S SELECTION AND PURCHASER IS GRANTING THIS RELEASE OF ITS OWN VOLITION AND AFTER CONSULTATION WITH PURCHASER’S COUNSEL. The foregoing provisions of this Section 17 shall survive Closing or termination of this Agreementand Seller’s covenants under Sections 3.12 and 7.