Common use of Purchaser’s Independent Investigation Clause in Contracts

Purchaser’s Independent Investigation. Purchaser hereby acknowledges and agrees that, in all cases, except for the representations and warranties expressly set forth in this Agreement, Seller makes no representations or warranties, express or implied, regarding the adequacy, accuracy, completeness or content of any of the Study Materials or the suitability of the same for any purpose and Seller shall have no liability to Purchaser, or any person or entity claiming by, through or under Purchaser, arising out of the Study Materials or to any person or entity to whom any of the Study Materials were disclosed. Further, except as may be expressly provided in this Agreement, neither Purchaser, any person or entity claiming by, through or under Purchaser, nor any other person or entity to whom any of the Study Materials were disclosed shall have or make any claims against Seller based on the Study Materials, including, without limitation, the adequacy, accuracy, completeness or content thereof or the suitability of the same for any purpose. Purchaser hereby further acknowledges that, except for the representations and warranties set forth in this Agreement, as of the Closing Date, Purchaser shall be deemed to have relied solely on its own independent investigation, examination and Inspections of the Property in consummating the purchase thereof in accordance with this Agreement, that Purchaser is assuming the risk of future changes in applicable laws, and that, except as expressly set forth in this Agreement, Purchaser has not relied on, is not entitled to rely on, and shall not rely on, and Seller is not liable for or bound by (except as expressly set forth in this Agreement), any representations or warranties, statements (verbal or written), documents, reports, studies, Study Materials or any other materials made available or provided by Seller or any other person or entity purporting to act on behalf of Seller.

Purchaser’s Independent Investigation. Purchaser hereby ------------------------------------- acknowledges and agrees that, in all cases, cases except for the representations and warranties expressly set forth in this AgreementAgreement or in the Conveyancing Documents executed by Seller, the Seller makes no representations or warranties, express or implied, regarding the adequacy, accuracy, completeness or content of any of the Study Materials or the suitability of the same for any purpose and Seller shall have no liability to Purchaser, Property or any person or entity claiming by, through or under Purchaser, arising out of the Study Materials or to any person or entity to whom any of the Study Materials were disclosed. Further, except as may be expressly provided in this Agreement, neither Purchaser, any person or entity claiming by, through or under Purchaser, nor any other person or entity to whom any of the Study Materials were disclosed shall have or make any claims against Seller based on the Study Materialsmatter related thereto, including, without limitation, the adequacy, accuracy, completeness or content thereof of any Information or the suitability of the same Property or such Information for any purpose and that the Seller Parties shall have no liability to Purchaser Parties, or any other Person claiming by, through or under any of them, arising out of the Information, or to any Person to whom any of them has disclosed any of the Information, or otherwise with respect thereto, and, except for the representations and warranties expressly set forth in this Agreement or in the Conveyancing Documents, neither the Purchaser Parties, any person or entity claiming by, through or under any of them, nor any Person to whom any of such Information was disclosed by any of the foregoing, shall have or make any claims against any of the Seller Parties based upon any of the Information, including the adequacy, accuracy, completeness or content of any Information or the suitability of such Information for any purpose. Purchaser hereby further acknowledges that, except for the representations and warranties expressly set forth in this AgreementAgreement or in the Conveyancing Documents, as of the Closing Date, Purchaser (i) it shall be deemed to have relied solely on its own independent investigation, examination and Inspections of the Property Property, including the Leases and Contracts, and the Obligations, and Due Diligence in consummating the purchase thereof in accordance with the terms of this Agreement, (ii) that Purchaser is assuming the risk of future changes in the applicable laws, and that, except as expressly set forth in this Agreement, (iii) that Purchaser has not relied on, is not entitled to rely on, and shall not rely on, and the Seller is Parties are not liable for or bound by (except as expressly set forth in this Agreement)by, any warranties or representations or warranties(none being so implied), statements (verbal or written), documents, reports, studies, Study Materials Information or other materials made or provided by any of the Seller Parties or any other materials made available Person representing or provided by Seller or any other person or entity purporting to represent or act on behalf of Seller.any of the Seller Parties. Further, Purchaser acknowledges that, except for the representations and warranties expressly set forth in this Agreement or in the Conveyancing Documents, no representations or warranties, express or implied, have been or shall be deemed to be made or provided by any of the Seller Parties, relating to any of the Information, Due Diligence or the Property, including the Leases and Contracts, the Obligations or otherwise, and Purchaser hereby acknowledges that no representations or warranties, either express or implied, have been or shall be deemed to be made by any of the Seller Parties (except as expressly set forth in this Agreement or in the Conveyancing Documents) with respect to any of the foregoing. To the extent any Person, including any surveyors, appraisers, title agents, Escrow Agent, Tenants, parties to Contracts or Other Contracts, Property Manager, Broker, attorneys or engineering or environmental consultants, any of the Seller Parties or any other Person, made any representations or warranties (except as expressly set forth in this Agreement or in the Conveyancing Documents) or any other statements (verbal or written) to Purchaser, or provided any documents, reports, studies, information or other materials, Purchaser acknowledges it shall have no claim or right of action against any of the Seller Parties arising therefrom, nor any right to rescind, revoke or terminate this Agreement or any of the transactions contemplated hereunder on account thereof except as expressly provided in Sections 2.3, 2.6, 6.2 and 6.3. ------------------------------

Purchaser’s Independent Investigation. Purchaser hereby acknowledges and agrees that, in all cases, cases except for the representations and warranties expressly set forth in this AgreementAgreement or in the Conveyancing Documents, the Seller makes no representations or warranties, express or implied, regarding the adequacy, accuracy, completeness or content of any of the Study Materials Information or the suitability of the same such Information for any purpose and that the Seller Parties shall have no liability to PurchaserPurchaser Parties, or any person or entity other Person claiming by, through or under Purchaserany of them, arising out of the Study Materials Information, or to any person or entity Person to whom any of them has disclosed any of the Study Materials were disclosed. FurtherInformation, or otherwise with respect thereto, and, except as may be for the representations and warranties expressly provided set forth in this AgreementAgreement or in the Conveyancing Documents, neither Purchaserthe Purchaser Parties, any person or entity claiming by, through or under Purchaserany of them, nor any other person or entity Person to whom any of such Information was disclosed by any of the Study Materials were disclosed foregoing, shall have or make any claims against any of the Seller Parties based on upon any of the Study MaterialsInformation, including, without limitation, including the adequacy, accuracy, completeness or content thereof of any Information or the suitability of the same such Information for any purpose. Purchaser hereby further acknowledges that, except for the representations and warranties expressly set forth in this AgreementAgreement or in the Conveyancing Documents, as of the Closing Date, Purchaser (i) it shall be deemed to have relied solely on its own independent investigation, examination and Inspections of the Property Property, including the Leases and Contracts, and the Obligations, and Due Diligence in consummating the purchase thereof in accordance with the terms of this Agreement, (ii) that Purchaser is assuming the risk of future changes in the applicable laws, and that, except as expressly set forth in this Agreement, (iii) that Purchaser has not relied on, is not entitled to rely on, and shall not rely on, and the Seller is Parties are not liable for or bound by (except as expressly set forth in this Agreement)by, any warranties or representations or warranties(none being so implied), statements (verbal or written), documents, reports, studies, Study Materials Information or other materials made or provided by any of the Seller Parties or any other materials made available Person representing or provided by Seller or any other person or entity purporting to represent or act on behalf of Sellerany of the Seller Parties. Further, Purchaser acknowledges that, except for the representations and warranties expressly set forth in this Agreement or in the Conveyancing Documents, no representations or warranties, express or implied, have been or shall be deemed to be made or provided by any of the Seller Parties, relating to any of the Information, Due Diligence or the Property, including the Leases and Contracts, the Obligations or otherwise, and Purchaser hereby acknowledges that no representations or warranties, either express or implied, have been or shall be deemed to be made by any of the Seller Parties (except as expressly set forth in this Agreement or in the Conveyancing Documents) with respect to any of the foregoing. To the extent any Person, including any surveyors, appraisers, title agents, Escrow Agent, Tenants, parties to Contracts or Other Contracts, Property Manager, Broker, attorneys or engineering or environmental consultants, any of the Seller Parties or any other Person, made any representations or warranties (except as expressly set forth in this Agreement or in the Conveyancing Documents) or any other statements (verbal or written) to Purchaser, or provided any documents, reports, studies, information or other materials, Purchaser acknowledges it shall have no claim or right of action against any of the Seller Parties arising therefrom, nor any right to rescind, revoke or terminate this Agreement or any of the transactions contemplated hereunder on account thereof except as expressly provided in Sections 2.3 and 6.2.

Purchaser’s Independent Investigation. Purchaser hereby acknowledges and agrees that, in all cases, except for that the representations and warranties expressly set forth in this Agreement, Seller makes Parties make no representations or warranties, express or implied, regarding the adequacy, accuracy, completeness or content of any of the Study Materials Information or the suitability of the same such Information for any purpose and further hereby acknowledges and agrees that the Seller Parties shall have no liability to PurchaserPurchaser Parties, or any person or entity other Person claiming by, through or under Purchaserany of them, arising out of the Study Materials Information, or to any person or entity Person to whom any of them has disclosed any of the Study Materials were disclosed. FurtherInformation, except as may be expressly provided in this Agreementor otherwise with respect thereto, and neither Purchaserthe Purchaser Parties, any person or entity claiming by, through or under Purchaserany of them, nor any other person or entity Person to whom any of the Study Materials were Information was disclosed by any of the foregoing, shall have or make any claims against any of the Seller Parties based on upon any of the Study MaterialsInformation, including, without limitation, including the adequacy, accuracy, completeness or content thereof of any Information or the suitability of the same such Information for any purpose. Purchaser hereby further acknowledges that, except for the representations and warranties set forth in this Agreement, as of the Closing DateClosing, Purchaser it shall be deemed to have relied solely on its own independent investigation, examination and Inspections of the Property Loan Documents, Claims, Rights and Benefits and Obligations, and all security therefor, including the Property, Bankruptcy Proceeding, any and all orders, consents, judgments and decrees entered in the Bankruptcy Proceeding (including the Cash Collateral Order and the Confirmation Order), and Debtor Parties, and Due Diligence in consummating the purchase thereof in accordance with the terms of this Agreement, that Purchaser is assuming the risk of future changes in the Bankruptcy Proceeding, any and all orders, consents, judgments and decrees entered in the Bankruptcy Proceeding (including the Cash Collateral Order and the Confirmation Order), the Bankruptcy Code and any applicable laws, and that, except as expressly set forth in this Agreement, that Purchaser has not relied on, is not entitled to rely on, and shall not rely on, and the Seller is Parties are not liable for or bound by by, any warranties or representations, none being so implied (except as expressly set forth in this AgreementSection 6.2), any representations or warranties, statements (verbal or written), documents, reports, studies, Study Materials Information or other materials made or provided by any of the Seller Parties or any other materials made available Person representing or provided by Seller or any other person or entity purporting to represent or act on behalf of Sellerany of the Seller Parties. Further, Purchaser acknowledges that, except as provided in Section 6.2, no representations or warranties, express or implied, has been or shall be deemed to be made or provided by any of the Seller Parties, relating to any of the Information, Due Diligence or the Loan Documents, Claims, Rights and Benefits, Obligations, Plan, Bankruptcy Proceeding, any and all orders, consents, judgments and decrees entered in the Bankruptcy Proceeding (including the Cash Collateral Order and Confirmation Order), Debtor Parties, Property or otherwise, and Purchaser hereby acknowledges that no representations or warranties, either express or implied, have been or shall be deemed to be made by any of the Seller Parties (other than as expressly set forth in Section 6.2) with respect to any of the foregoing. To the extent any Person, including any surveyors, appraisers, title agents, tenants, Broker, Debtor Parties, attorneys or engineering or environmental consultants or any other Person, made any representations or warranties (other than as expressly set forth in Section 6.2) or any other statements (verbal or written) to Purchaser, or provided any documents, reports, studies, information or other materials, Purchaser acknowledges it shall have no claim or right of action against any of the Seller Parties arising therefrom, nor any right to rescind or revoke this Agreement or any of the transactions contemplated hereunder on account thereof.

Purchaser’s Independent Investigation. Purchaser hereby acknowledges and agrees that, in all cases, except for the representations and warranties expressly set forth in this AgreementSection 3.1 herein, Seller makes no representations or warranties, express or implied, regarding the adequacy, accuracy, completeness or content of any of the Study Materials or the suitability of the same for any purpose purpose, and, except for liability for the breach of the representations and warranties expressly set forth in Section 3.1 herein, Seller shall have no liability to Purchaser, or any person or entity claiming by, through or under Purchaser, arising out of the Study Materials or to any person or entity to whom any of the Study Materials were disclosed. Further, except as may be expressly provided in this AgreementSection 3.1 herein, neither Purchaser, any person or entity claiming by, through or under Purchaser, nor any other person or entity to whom any of the Study Materials were disclosed shall have or make any claims against Seller based on the Study Materials, including, without limitation, the adequacy, accuracy, completeness or content thereof or the suitability of the same for any purpose. Purchaser hereby further acknowledges that, except for the representations and warranties set forth in this AgreementSection 3.1 herein, as of the Closing Date, Purchaser shall be deemed to have relied solely on its own independent investigation, examination examination, and Inspections of the Property in consummating the purchase thereof in accordance with this Agreement, that Purchaser is assuming the risk of future changes in applicable laws, and that, except as expressly set forth in this AgreementSection 3.1 herein, Purchaser has not relied on, is not entitled to rely on, and shall not rely on, and Seller is not liable for or bound by (except as expressly set forth in this AgreementSection 3.1 herein), any representations or warrantieswarranties (none being implied hereby), statements (verbal or written), documents, reports, studies, Study Materials or any other materials made available or provided by Seller or any other person or entity purporting to act on behalf of Seller. To the extent that any surveyor, appraiser, title agent, tenant, the Title Company, parties to Contracts, property managers, attorneys, engineering or environmental consultants or any other person or entity makes any representations or warranties or any other statements (verbal or written) to Purchaser or provides or delivers to Purchaser any documents, reports, studies, information or other materials, Purchaser acknowledges that it has no claim or right of action against Seller arising therefrom nor any right to rescind, revoke or terminate this Agreement on account thereof, except as expressly provided herein.

Purchaser’s Independent Investigation. The Purchaser hereby acknowledges or its Representatives have inspected and agrees thatconducted such reasonable independent review, investigation and analysis (financial and otherwise) of the Purchased Interests as desired by the Purchaser and its Representatives and have evaluated such documents and information as they have deemed necessary to enable the Purchaser to make an informed decision with respect to the transactions contemplated by this Agreement and the Ancillary Agreements; provided, however, that the foregoing and anything contained herein shall not in all cases, except for any way limit the Purchaser’s ability to rely on the representations and warranties expressly warranties, covenants, conditions and other agreements set forth in this AgreementAgreement or the Ancillary Agreements or to enforce its rights in respect thereof. The consummation of the transactions contemplated by this Agreement and the Ancillary Agreements by the Purchaser is not done in reliance upon any representation or warranty by the Sellers, Seller makes no representations the Sellers’ Representative or warrantiesany of their respective Affiliates or Representatives, whether oral or written, express or implied, regarding the adequacy, accuracy, completeness or content of any of the Study Materials or the suitability of the same for any purpose and Seller shall have no liability to Purchaser, or any person or entity claiming by, through or under Purchaser, arising out of the Study Materials or to any person or entity to whom any of the Study Materials were disclosed. Further, except as may be expressly provided in this Agreement, neither Purchaser, any person or entity claiming by, through or under Purchaser, nor any other person or entity to whom any of the Study Materials were disclosed shall have or make any claims against Seller based on the Study Materials, including, without limitation, the adequacy, accuracy, completeness or content thereof or the suitability of the same for any purpose. Purchaser hereby further acknowledges that, except for the express representations and warranties set forth in the Ancillary Agreements and in ARTICLE 3 and ARTICLE 4 of this Agreement. Without limiting the foregoing, or any of the express representations and warranties set forth in ARTICLE 3 and ARTICLE 4 of this Agreement, as the Purchaser acknowledges that neither the Group Companies, the Sellers, nor the Sellers’ Representative nor any of the Closing Datetheir respective Affiliates or Representatives, Purchaser shall be deemed to have relied solely on its own independent investigation, examination and Inspections of the Property in consummating the purchase thereof in accordance with this Agreement, that Purchaser is assuming the risk of future changes in applicable laws, and that, except as expressly set forth in this Agreement, Purchaser has not relied on, is not entitled to rely on, and shall not rely on, and Seller is not liable for or bound by (except as expressly set forth in this Agreement), made any representations or warranties, statements (verbal warranties to the Purchaser or written), documents, reports, studies, Study Materials its Representatives regarding the future probable success or any other materials made available future profitability of the Business or provided by Seller or any other person or entity purporting to act on behalf of Sellerthe Purchased Interests.