Common use of Representations or Warranties Clause in Contracts

Representations or Warranties. A. PROPERTY SOLD “AS IS”. CITY AND BUYER AGREE THAT THE PROPERTY SHALL BE SOLD, AND THAT BUYER SHALL ACCEPT POSSESSION OF THE PROPERTY ON THE CLOSING DATE, “AS IS, WHERE IS, WITH ALL FAULTS”, WITH NO RIGHT OF SET OFF OR REDUCTION IN THE PURCHASE PRICE, AND THAT, EXCEPT FOR THE LIMITED WARRANTY OF TITLE TO BE GIVEN IN THE GRANT DEED SHALL BE WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND OR NATURE WHATSOEVER BY CITY, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, WARRANTY OF INCOME POTENTIAL, OPERATING EXPENSES, USES, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, AND CITY DOES HEREBY DISCLAIM AND RENOUNCE ANY SUCH REPRESENTATION OR WARRANTY. BY ENTERING INTO THIS AGREEMENT, BUYER REPRESENTS AND WARRANTS THAT AS OF CLOSING DEADLINE, BUYER SHALL HAVE SATISFIED ITSELF AS TO THE CONDITION OF THE PROPERTY AND ITS SUITABILITY FOR THE DEVELOPMENT PURPOSES INTENDED BY BUYER. THE PROPERTY IS SOLD IN “AS IS” CONDITION, INCLUDING WITHOUT LIMITATION AS TO ANY HAZARDOUS MATERIALS CONTAMINATION. IN PURCHASING THE PROPERTY, BUYER IS RELYING SOLELY UPON ITS OWN INSPECTION AND INVESTIGATION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, AS TO HAZARDOUS MATERIALS CONTAMINATION AND GEOLOGICAL CONDITIONS INCLUDING EARTHQUAKE FAULTS AND NOT UPON ANY REPRESENTATION, WARRANTY, STATEMENT, STUDY, REPORT, DESCRIPTION, GUIDELINE, OR OTHER INFORMATION OR MATERIALS MADE OR FURNISHED BY CITY OR ANY OF ITS OFFICERS, EMPLOYEES, AGENTS, ATTORNEYS, OR REPRESENTATIVES, WHETHER WRITTEN OR ORAL, EXPRESS OR IMPLIED, OF ANY NATURE WHATSOEVER. BUYER ACKNOWLEDGES THAT NEITHER CITY NOR ANY AGENT OF CITY HAS MADE ANY REPRESENTATIONS, WARRANTIES OR AGREEMENTS AS TO ANY MATTERS CONCERNING THE PROPERTY. ANY STATEMENT NOT EXPRESSLY CONTAINED IN THIS AGREEMENT SHALL NOT BIND CITY, AND BUYER EXPRESSLY WAIVES ANY RIGHT OF RECISION AND/OR CLAIM FOR DAMAGES, AGAINST CITY OR ITS AGENTS BY REASON OF ANY STATEMENT, REPRESENTATION, WARRANTY, AND/OR PROMISE NOT CONTAINED IN THIS AGREEMENT. BUYER’S AGREEMENT TO PURCHASE THE PROPERTY “AS IS” IS A MATERIAL INDUCEMENT TO CITY TO AGREE TO SELL THE PROPERTY AT THE PURCHASE PRICE PROVIDED HEREIN.

Representations or Warranties. A. AS A MATERIAL PART OF THE CONSIDERATION FOR THE CONTRACT, BUYER AGREES THAT BUYER IS ACQUIRING THE PROPERTY SOLD “AS IS”. CITY AND BUYER AGREE THAT THE PROPERTY SHALL BE SOLD, AND THAT BUYER SHALL ACCEPT POSSESSION OF THE PROPERTY ON THE CLOSING DATE, “AS IS, WHERE IS”, WITH ALL FAULTS”FAULTS AND DEFECTS, WITH NO RIGHT OF SET OFF LATENT AND PATENT, WHETHER KNOWN, UNKNOWN, DISCLOSED OR REDUCTION IN THE PURCHASE PRICEUNDISCLOSED BY SELLER, AND THATBUYER ACKNOWLEDGES AND AGREES THAT SELLER HAS NOT MADE, EXCEPT FOR THE LIMITED WARRANTY OF TITLE TO BE GIVEN IN THE GRANT DEED SHALL BE WITHOUT REPRESENTATION DOES NOT MAKE AND SELLER HEREBY SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS, OR WARRANTY GUARANTIES OF ANY KIND OR NATURE WHATSOEVER BY CITYCHARACTER WHATSOEVER, WHETHER EXPRESS, EXPRESS OR IMPLIED, STATUTORYORAL OR WRITTEN, PAST, PRESENT OR OTHERWISEFUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO (A) THE HABITABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTY OR ANY PART THEREOF, (B) THE COMPLIANCE OF OR BY THE PROPERTY OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY GOVERNMENTAL AUTHORITY OR BODY HAVING JURISDICTION INCLUDING, WITHOUT LIMITATION, WARRANTY OF INCOME POTENTIALALL APPLICABLE ZONING LAWS, OPERATING EXPENSES(C) THE NATURE, USES, MERCHANTABILITY, QUALITY OR FITNESS FOR A PARTICULAR PURPOSE, AND CITY DOES HEREBY DISCLAIM AND RENOUNCE ANY SUCH REPRESENTATION OR WARRANTY. BY ENTERING INTO THIS AGREEMENT, BUYER REPRESENTS AND WARRANTS THAT AS OF CLOSING DEADLINE, BUYER SHALL HAVE SATISFIED ITSELF AS TO THE CONDITION OF THE PROPERTY AND ITS SUITABILITY FOR THE DEVELOPMENT PURPOSES INTENDED BY BUYER. THE PROPERTY IS SOLD IN “AS IS” CONDITION, INCLUDING WITHOUT LIMITATION AS TO ANY HAZARDOUS MATERIALS CONTAMINATION. IN PURCHASING THE PROPERTY, BUYER IS RELYING SOLELY UPON ITS OWN INSPECTION AND INVESTIGATION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, AS TO HAZARDOUS MATERIALS CONTAMINATION THE WATER, SOIL, AND GEOLOGICAL CONDITIONS INCLUDING EARTHQUAKE FAULTS AND NOT UPON ANY REPRESENTATION, WARRANTY, STATEMENT, STUDY, REPORT, DESCRIPTION, GUIDELINEGEOLOGY, OR OTHER INFORMATION THE PRESENCE OR MATERIALS MADE ABSENCE OF ANY POLLUTANT, MOLD, LEAD-BASED PAINT, HAZARDOUS OR FURNISHED BY CITY TOXIC SUBSTANCE OR MATERIAL, HAZARDOUS OR SOLID WASTE, UNDERGROUND OR ABOVEGROUND STORAGE TANK SYSTEM, OR ANY OTHER CONTAMINATION OR ENVIRONMENTAL CONDITION ON, IN, UNDER OR ABOUT THE PROPERTY, (D) THE SUITABILITY OF ITS OFFICERSTHE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH BUYER MAY INTEND TO CONDUCT THEREON, EMPLOYEES(E) ANY INCOME TO BE DERIVED FROM THE PROPERTY, AGENTS(F) THE MARKETABILITY, ATTORNEYSMERCHANTABILITY, AGE, QUALITY, STATE OF REPAIR OR FITNESS FOR A PARTICULAR PURPOSE OF ANY ITEMS OF PERSONAL PROPERTY THAT MAY OR MAY NOT BE LOCATED UPON THE PROPERTY, INCLUDING, WITHOUT LIMITATION, ANY HEATING, COOKING, REFRIGERATING, DISHWASHING, PLUMBING OR ELECTRICAL APPARATUS OR EQUIPMENT, BOILERS, ENGINES, MOTORS, GENERATING EQUIPMENT, PIPING OR PLUMBING FIXTURES, UNDERGROUND OR ABOVEGROUND STORAGE TANK SYSTEMS, VENTILATING OR VACUUM CLEANING SYSTEMS, IRRIGATION SYSTEMS, FIRE ALARMS, FIRE EXTINGUISHING APPARATUS, SECURITY SYSTEMS, TELEPHONE SYSTEMS, TELEPHONE JACKS, CABLE JACKS, GAS AND ELECTRIC FIXTURES, ELEVATORS, ESCALATORS, PARTITIONS, MANTELS, BUILT-IN MIRRORS, FURNITURE, WINDOW TREATMENTS, BLINDS, SCREENS, STORM SASHES, AWNINGS, CARPETING, UNDERPADDING OR DRAPES, OR REPRESENTATIVES, WHETHER WRITTEN (G) ANY OTHER MATTER RELATED TO OR ORAL, EXPRESS CONCERNING THE PROPERTY OR IMPLIED, ANY ITEMS OF PERSONAL PROPERTY WHICH MAY OR MAY NOT BE LOCATED THEREON. BUYER SHALL NOT SEEK RECOURSE AGAINST SELLER ON ACCOUNT OF ANY NATURE WHATSOEVERLOSS, COST OR EXPENSE SUFFERED OR INCURRED BY BUYER WITH REGARD TO ANY OF THE MATTERS DESCRIBED IN CLAUSES (A) THROUGH (G) ABOVE AND HEREBY ASSUMES THE RISK OF ANY ADVERSE MATTERS RELATED TO THE MATTERS DESCRIBED IN CLAUSES (A) THROUGH (G) ABOVE FROM AND AFTER THE DATE OF CLOSING. BUYER HEREBY EXPRESSLY ACKNOWLEDGES AND AGREES THAT BUYER HAS THOROUGHLY INSPECTED AND EXAMINED THE PROPERTY TO THE EXTENT DEEMED NECESSARY BY BUYER IN ORDER TO ENABLE BUYER TO EVALUATE THE PURCHASE OF THE PROPERTY. BUYER ACKNOWLEDGES THAT NEITHER CITY NOR BUYER, HAVING BEEN GIVEN THE OPPORTUNITY TO INSPECT THE PROPERTY, IS RELYING SOLELY ON ITS OWN INVESTIGATION OF THE PROPERTY AND NOT ON ANY AGENT INFORMATION PROVIDED OR TO BE PROVIDED BY OR ON BEHALF OF CITY SELLER OR ANY STATEMENT, REPRESENTATION OR OTHER ASSERTION MADE BY SELLER WITH RESPECT TO THE PROPERTY. BUYER FURTHER ACKNOWLEDGES THAT NO INDEPENDENT INVESTIGATION OR VERIFICATION HAS BEEN OR WILL BE MADE BY SELLER WITH RESPECT TO ANY REPRESENTATIONSINFORMATION WHICH MAY BE SUPPLIED BY OR ON BEHALF OF SELLER CONCERNING THE PROPERTY, WARRANTIES AND SELLER MAKES NO REPRESENTATION AS TO THE ACCURACY OR AGREEMENTS AS COMPLETENESS OF SUCH INFORMATION, IT BEING INTENDED BY THE PARTIES THAT BUYER SHALL VERIFY THE ACCURACY AND COMPLETENESS OF SUCH INFORMATION ITSELF. SELLER SHALL HAVE NO RESPONSIBILITY OR LIABILITY FOR ANY REPAIRS OR REMEDIATION REQUESTED, RECOMMENDED OR PURPORTEDLY REQUIRED BY ANY INSPECTOR, APPRAISER, LENDER OR OTHERWISE. BUYER REPRESENTS TO SELLER THAT BUYER HAS KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS THAT ENABLE BUYER TO EVALUATE THE MERIT AND RISKS OF THE TRANSACTION CONTEMPLATED HEREBY. BUYER HEREBY WAIVES, TO THE MAXIMUM EXTENT PERMITTED BY LAW, ANY AND ALL RIGHTS, BENEFITS AND REMEDIES UNDER ANY CONSUMER PROTECTION LAW WHICH MAY APPLY IN THE STATE WHERE THE PROPERTY IS LOCATED WITH RESPECT TO ANY MATTERS CONCERNING PERTAINING TO THE CONTRACT, AS MODIFIED BY THIS ADDENDUM, AND THE TRANSACTIONS CONTEMPLATED THEREBY AND HEREBY. IT IS FURTHER AGREED THAT SELLER DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES REGARDING ENVIRONMENTAL PROTECTION, POLLUTION, OR LAND USE LAWS, REGULATIONS, ORDERS OR REQUIREMENTS. BUYER HEREBY ASSUMES ALL RISKS AND LIABILITY AND AGREES THAT SELLER SHALL NOT BE LIABLE FOR ANY SPECIAL, DIRECT, INDIRECT, CONSEQUENTIAL, OR OTHER DAMAGES RESULTING OR ARISING FROM OR RELATING TO THE OWNERSHIP, USE, CONDITION, LOCATION, MAINTENANCE, REPAIR OR OPERATION OF THE PROPERTY. BUYER FURTHER ACKNOWLEDGES AND AGREES THAT SELLER IS NOT IN A POSITION TO MAKE ANY STATEMENT REPRESENTATIONS OR WARRANTIES, EXPRESSED OR IMPLIED, AS TO THE PROPERTY. SELLER IS NOT EXPRESSLY CONTAINED LIABLE OR BOUND IN THIS AGREEMENT ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PROPERTY, OR THE OPERATION THEREOF, FURNISHED BY ANY REAL ESTATE BROKER, AGENT, EMPLOYEE OR OTHER PERSON EXCEPT THE SELLER. BUYER FURTHER ACKNOWLEDGES AND AGREES THAT PRIOR TO THE CLOSING DATE, BUYER SHALL NOT BIND CITYCONDUCT ANY ENVIRONMENTAL INVESTIGATION, INCLUDING WITHOUT LIMITATION SAMPLING AND ANALYSIS OF SOIL, GROUNDWATER, SURFACE WATER, AIR, AND STRUCTURAL OR BUILDING COMPONENTS, WITH RESPECT TO THE PROPERTY WHICH BUYER EXPRESSLY WAIVES MAY DEEM NECESSARY OR ADVISABLE. REGARDLESS OF WHETHER BUYER ELECTS TO PERFORM AN ENVIRONMENTAL INVESTIGATION, BUYER’S ACQUISITION OF THE PROPERTY SHALL CONSTITUTE A CONCLUSIVE PRESUMPTION THAT THE PROPERTY WAS FREE AND CLEAR OF ANY RIGHT AND ALL POLLUTANTS, HAZARDOUS OR TOXIC SUBSTANCES OR MATERIALS, HAZARDOUS OR SOLID WASTES, LEAKING UNDERGROUND OR ABOVEGROUND STORAGE TANK SYSTEMS, OR OTHER CONTAMINATION OR ENVIRONMENTAL CONDITIONS ON THE CLOSING DATE. BUYER HEREBY RELEASES SELLER NOW AND FOREVER FROM ANY AND ALL CAUSES OF RECISION AND/ACTION, CLAIMS, DEMANDS, OR CLAIM FOR LIABILITIES, WHETHER DIRECT OR INDIRECT, RELATING TO OR ARISING FROM THE EXISTENCE OF ANY AND ALL POLLUTANTS, MOLD, LEAD-BASED PAINT, HAZARDOUS OR TOXIC SUBSTANCES OR MATERIALS, HAZARDOUS OR SOLID WASTES, LEAKING UNDERGROUND OR ABOVEGROUND STORAGE TANK SYSTEMS, OR OTHER CONTAMINATION OR ENVIRONMENTAL CONDITIONS OF ANY KIND IN, ON, UNDER, ABOUT, OR FROM THE PROPERTY, OR ARISING FROM THE VIOLATION OF ANY ENVIRONMENTAL OR SIMILAR LAWS WITH RESPECT TO THE PROPERTY INCLUDING, WITHOUT LIMITATION, THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY ACT, THE RESOURCE CONSERVATION AND RECOVERY ACT, THE CLEAN AIR ACT, THE CLEAN WATER ACT, THE RESIDENTIAL LEAD-BASED PAINT HAZARD REDUCTION ACT, AND THE TOXIC SUBSTANCES CONTROL ACT, ALL AS AMENDED, AND ANY AND ALL LOCAL, STATE AND FEDERAL LAWS, RULES, ORDINANCES AND REGULATIONS RELATING THERETO (SUCH RELEASE SHALL BE PART OF THE “BUYER RELEASE”). BUYER HEREBY AGREES TO INDEMNIFY SELLER AND TO HOLD AND DEFEND SELLER HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, CAUSES OF ACTION, COSTS, EXPENSES, DAMAGES, AGAINST CITY LIABILITIES OR ITS AGENTS LOSSES ASSERTED AGAINST, SUFFERED OR INCURRED BY REASON SELLER AS A RESULT OF THE USE, TREATMENT, SPILL, DISPOSAL, MANUFACTURE, STORAGE OR RELEASE OF ANY STATEMENTPOLLUTANT, REPRESENTATIONHAZARDOUS OR TOXIC SUBSTANCE OR MATERIAL, WARRANTYHAZARDOUS OR SOLID WASTE, AND/LEAKING UNDERGROUND OR PROMISE NOT CONTAINED IN THIS AGREEMENT. ABOVEGROUND STORAGE TANK SYSTEMS, OR OTHER CONTAMINATION OR ENVIRONMENTAL CONDITION BY BUYER OR BY ANY OF BUYER’S AGREEMENT AGENTS, CONTRACTORS, EMPLOYEES, INVITEES, TENANTS, SUCCESSORS OR ASSIGNS ON, IN, UNDER, ABOUT OR FROM THE PROPERTY. THE FOREGOING INDEMNIFICATION SHALL INCLUDE, WITHOUT LIMITATION, (I) ATTORNEYS’ FEES AND COURT COSTS INCURRED BY SELLER IN CONNECTION WITH ANY OF THE FOREGOING AND (II) ANY COSTS OR EXPENSES ASSESSED AGAINST OR INCURRED BY SELLER AS A RESULT OF ANY INVESTIGATIVE, REMOVAL, REMEDIAL OR CORRECTIVE ACTION OBLIGATIONS IMPOSED WITH RESPECT TO PURCHASE THE PROPERTY UNDER ANY APPLICABLE COMMON LAW OR UNDER ANY ENVIRONMENTAL LAWS, RULES, ORDINANCES OR REGULATIONS AS A RESULT OF THE USE, TREATMENT, SPILL, DISPOSAL, MANUFACTURE, STORAGE OR RELEASE OF ANY POLLUTANT, HAZARDOUS OR TOXIC SUBSTANCE OR MATERIAL, HAZARDOUS OR SOLID WASTE, UNDERGROUND OR ABOVEGROUND STORAGE TANK SYSTEMS, OR OTHER CONTAMINATION OR ENVIRONMENTAL CONDITION BY BUYER OR BY ANY OF BUYER’S AGENTS, CONTRACTORS, EMPLOYEES, INVITEES, TENANTS, SUCCESSORS OR ASSIGNS ON, IN, UNDER, ABOUT OR FROM THE PROPERTY (SUCH INDEMNIFICATION SHALL BE PART OF “AS IS” BUYER’S INDEMNIFICATION OBLIGATIONS”). BUYER ACKNOWLEDGES AND AGREES THAT SELLER DOES NOT OWN, AND CANNOT CONVEY, ANY PERSONAL PROPERTY THAT MAY BE LOCATED UPON THE PROPERTY. TO THE EXTENT THAT ANY PERSONAL PROPERTY IS A MATERIAL INDUCEMENT TO CITY TO LOCATED UPON THE PROPERTY, SUCH PERSONAL PROPERTY IS SPECIFICALLY EXCLUDED FROM THE TERMS OF THE CONTRACT. BUYER ACKNOWLEDGES THAT THE PROVISIONS OF THIS SECTION 5 ARE AN INTEGRAL PORTION OF THE CONTRACT AND THAT SELLER WOULD NOT AGREE TO SELL THE PROPERTY AT TO BUYER FOR THE PURCHASE SALES PRICE PROVIDED HEREINWITHOUT THE DISCLAIMERS, AGREEMENTS AND OTHER STATEMENTS SET FORTH IN THIS SECTION. EXCEPT AS REQUIRED BY APPLICABLE LAW, THE PROVISIONS OF THIS SECTION 5 SHALL NOT BE MERGED INTO THE DEED AND SHALL SURVIVE CLOSING.

Representations or Warranties. A. AS A MATERIAL PART OF THE CONSIDERATION FOR THE CONTRACT, BUYER AGREES THAT BUYER IS ACQUIRING THE PROPERTY SOLD “AS IS”. CITY AND BUYER AGREE THAT THE PROPERTY SHALL BE SOLD, AND THAT BUYER SHALL ACCEPT POSSESSION OF THE PROPERTY ON THE CLOSING DATE, “AS IS, WHERE IS”, WITH ALL FAULTS”FAULTS AND DEFECTS, WITH NO RIGHT OF SET OFF LATENT AND PATENT, WHETHER KNOWN, UNKNOWN, DISCLOSED OR REDUCTION IN THE PURCHASE PRICEUNDISCLOSED BY SELLER, AND THATBUYER ACKNOWLEDGES AND AGREES THAT SELLER HAS NOT MADE, EXCEPT FOR THE LIMITED WARRANTY OF TITLE TO BE GIVEN IN THE GRANT DEED SHALL BE WITHOUT REPRESENTATION DOES NOT MAKE AND SELLER HEREBY SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS, OR WARRANTY GUARANTIES OF ANY KIND OR NATURE WHATSOEVER BY CITYCHARACTER WHATSOEVER, WHETHER EXPRESS, EXPRESS OR IMPLIED, STATUTORYORAL OR WRITTEN, PAST, PRESENT OR OTHERWISEFUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO (A) THE HABITABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTY OR ANY PART THEREOF, (B) THE COMPLIANCE OF OR BY THE PROPERTY OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY GOVERNMENTAL AUTHORITY OR BODY HAVING JURISDICTION INCLUDING, WITHOUT LIMITATION, WARRANTY OF INCOME POTENTIALALL APPLICABLE ZONING LAWS, OPERATING EXPENSES(C) THE NATURE, USES, MERCHANTABILITY, QUALITY OR FITNESS FOR A PARTICULAR PURPOSE, AND CITY DOES HEREBY DISCLAIM AND RENOUNCE ANY SUCH REPRESENTATION OR WARRANTY. BY ENTERING INTO THIS AGREEMENT, BUYER REPRESENTS AND WARRANTS THAT AS OF CLOSING DEADLINE, BUYER SHALL HAVE SATISFIED ITSELF AS TO THE CONDITION OF THE PROPERTY AND ITS SUITABILITY FOR THE DEVELOPMENT PURPOSES INTENDED BY BUYER. THE PROPERTY IS SOLD IN “AS IS” CONDITION, INCLUDING WITHOUT LIMITATION AS TO ANY HAZARDOUS MATERIALS CONTAMINATION. IN PURCHASING THE PROPERTY, BUYER IS RELYING SOLELY UPON ITS OWN INSPECTION AND INVESTIGATION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, AS TO HAZARDOUS MATERIALS CONTAMINATION THE WATER, SOIL, AND GEOLOGICAL CONDITIONS INCLUDING EARTHQUAKE FAULTS AND NOT UPON ANY REPRESENTATION, WARRANTY, STATEMENT, STUDY, REPORT, DESCRIPTION, GUIDELINEGEOLOGY, OR OTHER INFORMATION THE PRESENCE OR MATERIALS MADE ABSENCE OF ANY POLLUTANT, MOLD, LEAD-BASED PAINT, HAZARDOUS OR FURNISHED BY CITY TOXIC SUBSTANCE OR MATERIAL, HAZARDOUS OR SOLID WASTE, UNDERGROUND OR ABOVEGROUND STORAGE TANK SYSTEM, OR ANY OTHER CONTAMINATION OR ENVIRONMENTAL CONDITION ON, IN, UNDER OR ABOUT THE PROPERTY, (D) THE SUITABILITY OF ITS OFFICERSTHE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH BUYER MAY INTEND TO CONDUCT THEREON, EMPLOYEES(E) ANY INCOME TO BE DERIVED FROM THE PROPERTY, AGENTS(F) THE MARKETABILITY, ATTORNEYSMERCHANTABILITY, AGE, QUALITY, STATE OF REPAIR OR FITNESS FOR A PARTICULAR PURPOSE OF ANY ITEMS OF PERSONAL PROPERTY THAT MAY OR MAY NOT BE LOCATED UPON THE PROPERTY, INCLUDING, WITHOUT LIMITATION, ANY HEATING, COOKING, REFRIGERATING, DISHWASHING, PLUMBING OR ELECTRICAL APPARATUS OR EQUIPMENT, BOILERS, ENGINES, MOTORS, GENERATING EQUIPMENT, PIPING OR PLUMBING FIXTURES, UNDERGROUND OR ABOVEGROUND STORAGE TANK SYSTEMS, VENTILATING OR VACUUM CLEANING SYSTEMS, IRRIGATION SYSTEMS, FIRE ALARMS, FIRE EXTINGUISHING APPARATUS, SECURITY SYSTEMS, TELEPHONE SYSTEMS, TELEPHONE JACKS, CABLE JACKS, GAS AND ELECTRIC FIXTURES, ELEVATORS, ESCALATORS, PARTITIONS, MANTELS, BUILT-IN MIRRORS, FURNITURE, WINDOW TREATMENTS, BLINDS, SCREENS, STORM SASHES, AWNINGS, CARPETING, UNDERPADDING OR DRAPES, OR REPRESENTATIVES, WHETHER WRITTEN (G) ANY OTHER MATTER RELATED TO OR ORAL, EXPRESS CONCERNING THE PROPERTY OR IMPLIED, ANY ITEMS OF PERSONAL PROPERTY WHICH MAY OR MAY NOT BE LOCATED THEREON. BUYER SHALL NOT SEEK RECOURSE AGAINST SELLER ON ACCOUNT OF ANY NATURE WHATSOEVERLOSS, COST OR EXPENSE SUFFERED OR INCURRED BY BUYER WITH REGARD TO ANY OF THE MATTERS DESCRIBED IN CLAUSES (A) THROUGH (G) ABOVE AND HEREBY ASSUMES THE RISK OF ANY ADVERSE MATTERS RELATED TO THE MATTERS DESCRIBED IN CLAUSES (A) THROUGH (G) ABOVE FROM AND AFTER THE DATE OF CLOSING. BUYER EXPRESSLY ACKNOWLEDGES AND AGREES THAT BUYER HAS THOROUGHLY INSPECTED AND EXAMINED THE PROPERTY TO THE EXTENT DEEMED NECESSARY BY BUYER INORDER TO ENABLE BUYER TO EVALUATE THE PURCHASE OF THE PROPERTY. BUYER ACKNOWLEDGES THAT NEITHER CITY NOR BUYER, HAVING BEEN GIVEN THE OPPORTUNITY TO INSPECT THE PROPERTY, IS RELYING SOLELY ON ITS OWN INVESTIGATION OF THE PROPERTY AND NOT ON ANY AGENT INFORMATION PROVIDED OR TO BE PROVIDED BY OR ON BEHALF OF CITY SELLER OR ANY STATEMENT, REPRESENTATION OR OTHER ASSERTION MADE BY SELLER WITH RESPECT TO THE PROPERTY. BUYER FURTHER ACKNOWLEDGES THAT NO INDEPENDENT INVESTIGATION OR VERIFICATION HAS BEEN OR WILL BE MADE BY SELLER WITH RESPECT TO ANY REPRESENTATIONSINFORMATION WHICH MAY BE SUPPLIED BY OR ON BEHALF OF SELLER CONCERNING THE PROPERTY, WARRANTIES AND SELLER MAKES NO REPRESENTATION AS TO THE ACCURACY OR AGREEMENTS AS COMPLETENESS OF SUCH INFORMATION, IT BEING INTENDED BY THE PARTIES THAT BUYER SHALL VERIFY THE ACCURACY AND COMPLETENESS OF SUCH INFORMATION ITSELF. SELLER SHALL HAVE NO RESPONSIBILITY OR LIABILITY FOR ANY REPAIRS OR REMEDIATION REQUESTED, RECOMMENDED OR PURPORTEDLY REQUIRED BY ANY INSPECTOR, APPRAISER, LENDER OR OTHERWISE. BUYER REPRESENTS TO SELLER THAT BUYER HAS KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS THAT ENABLE BUYER TO EVALUATE THE MERIT AND RISKS OF THE TRANSACTION CONTEMPLATED HEREBY. SELLERS INITIALS BUYERS INITIAL'S BUYERS INITIAL'S BUYER HEREBY WAIVES, TO THE MAXIMUM EXTENT PERMITTED BY LAW, ANY AND ALL RIGHTS, BENEFITS AND REMEDIES UNDER ANY STATE CONSUMER PROTECTION LAW WHICH MAY APPLY IN THE STATE WHERE THE PROPERTY IS LOCATED WITH RESPECT TO ANY MATTERS CONCERNING PERTAINING TO THE CONTRACT, AS MODIFIED BY THIS ADDENDUM, AND THE TRANSACTIONS CONTEMPLATED THEREBY AND HEREBY. IT IS FURTHER AGREED THAT SELLER DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES REGARDING ENVIRONMENTAL PROTECTION, POLLUTION, OR LAND USE LAWS, REGULATIONS, ORDERS OR REQUIREMENTS. BUYER HEREBY ASSUMES ALL RISKS AND LIABILITY AND AGREES THAT SELLER SHALL NOT BE LIABLE FOR ANY SPECIAL, DIRECT, INDIRECT, CONSEQUENTIAL, OR OTHER DAMAGES RESULTING OR ARISING FROM OR RELATING TO THE OWNERSHIP, USE, CONDITION, LOCATION, MAINTENANCE, REPAIR OR OPERATION OF THE PROPERTY. BUYER FURTHER ACKNOWLEDGES AND AGREES THAT SELLER IS NOT IN A POSITION TO MAKE ANY STATEMENT REPRESENTATIONS OR WARRANTIES, EXPRESSED OR IMPLIED, AS TO THE PROPERTY. SELLER IS NOT EXPRESSLY CONTAINED LIABLE OR BOUND IN THIS AGREEMENT ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS OF OR INFORMATION PERTAINING TO THE PROPERTY, OR THE OPERATION THEREOF, FURNISHED BY ANY REAL ESTATE BROKER, AGENT, EMPLOYEE OR OTHER PERSON EXCEPT THE SELLER. BUYER FURTHER ACKNOWLEDGES AND AGREES THAT PRIOR TO THE CLOSING DATE, BUYER SHALL NOT BIND CITYCONDUCT ANY ENVIRONMENTAL INVESTIGATION, INCLUDING WITHOUT LIMITATION SAMPLING AND ANALYSIS OF SOIL, GROUNDWATER, SURFACE WATER, AIR, AND STRUCTURAL OR BUILDING COMPONENTS, WITH RESPECT TO THE PROPERTY WHICH BUYER EXPRESSLY WAIVES MAY DEEM NECESSARY OR ADVISABLE. REGARDLESS OF WHETHER BUYER ELECTS TO PERFORM AN ENVIRONMENTAL INVESTIGATION, BUYER’S ACQUISITION OF THE PROPERTY SHALL CONSTITUTE A CONCLUSIVE PRESUMPTION THAT THE PROPERTY WAS FREE AND CLEAR OF ANY RIGHT AND ALL POLLUTANTS, HAZARDOUS OR TOXIC SUBSTANCES OR MATERIALS, HAZARDOUS OR SOLID WASTES, LEAKING UNDERGROUND OR ABOVEGROUND STORAGE TANK SYSTEMS, OR OTHER CONTAMINATION OR ENVIRONMENTAL CONDITIONS ON THE CLOSING DATE. BUYER HEREBY RELEASES SELLER NOW AND FOREVER FROM ANY AND ALL CAUSES OF RECISION AND/ACTION, CLAIMS, DEMANDS, OR CLAIM FOR LIABILITIES, WHETHER DIRECT OR INDIRECT, RELATING TO OR ARISING FROM THE EXISTENCE OF ANY AND ALL POLLUTANTS, MOLD, LEAD-BASED PAINT, HAZARDOUS OR TOXIC SUBSTANCES OR MATERIALS, HAZARDOUS OR SOLID WASTES, LEAKING UNDERGROUND OR ABOVEGROUND STORAGE TANK SYSTEMS, OR OTHER CONTAMINATION OR ENVIRONMENTAL CONDITIONS OF ANY KIND IN, ON, UNDER, ABOUT, OR FROM THE PROPERTY, OR ARISING FROM THE VIOLATION OF ANY ENVIRONMENTAL OR SIMILAR LAWS WITH RESPECT TO THE PROPERTY INCLUDING, WITHOUT LIMITATION, THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY ACT, THE RESOURCE CONSERVATION AND RECOVERY ACT, THE CLEAN AIR ACT, THE CLEAN WATER ACT, THE RESIDENTIAL LEAD-BASED PAINT HAZARD REDUCTION ACT, AND THE TOXIC SUBSTANCES CONTROL ACT, ALL AS AMENDED, AND ANY AND ALL LOCAL, STATE AND FEDERAL LAWS, RULES, ORDINANCES AND REGULATIONS RELATING THERETO (SUCH RELEASE SHALL BE PART OF THE “BUYER RELEASE”). BUYER HEREBY AGREES TO INDEMNIFY SELLER AND TO HOLD AND DEFEND SELLER HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, CAUSES OF ACTION, COSTS, EXPENSES, DAMAGES, AGAINST CITY LIABILITIES OR ITS AGENTS LOSSES ASSERTED AGAINST, SUFFERED OR INCURRED BY REASON SELLER AS A RESULT OF THE USE, TREATMENT, SPILL, DISPOSAL, MANUFACTURE, STORAGE OR RELEASE OF ANY STATEMENTPOLLUTANT, REPRESENTATIONHAZARDOUS OR TOXIC SUBSTANCE OR MATERIAL, WARRANTYHAZARDOUS OR SOLID WASTE, AND/LEAKING UNDERGROUND OR PROMISE NOT CONTAINED IN THIS AGREEMENT. ABOVEGROUND STORAGE TANK SYSTEMS, OR OTHER CONTAMINATION OR ENVIRONMENTAL CONDITION BY BUYER OR BY ANY OF BUYER’S AGREEMENT AGENTS, CONTRACTORS, EMPLOYEES, INVITEES, TENANTS, SUCCESSORS OR ASSIGNS ON, IN, UNDER, ABOUT OR FROM THE PROPERTY. THE FOREGOING INDEMNIFICATION SHALL INCLUDE, WITHOUT LIMITATION, (I) ATTORNEYS’ FEES AND COURT COSTS INCURRED BY SELLER IN CONNECTION WITH ANY OF THE FOREGOING AND (II) ANY COSTS OR EXPENSES ASSESSED AGAINST OR INCURRED BY SELLER AS A RESULT OF ANY INVESTIGATIVE, REMOVAL, REMEDIAL OR CORRECTIVE ACTION OBLIGATIONS IMPOSED WITH RESPECT TO PURCHASE THE PROPERTY UNDER ANY APPLICABLE COMMON LAW OR UNDER ANY ENVIRONMENTAL LAWS, RULES, ORDINANCES OR REGULATIONS AS A RESULT OF THE USE, TREATMENT, SPILL, DISPOSAL, MANUFACTURE, STORAGE OR RELEASE OF ANY POLLUTANT, HAZARDOUS OR TOXIC SUBSTANCE OR MATERIAL, HAZARDOUS OR SOLID WASTE, UNDERGROUND OR ABOVEGROUND STORAGE TANK SYSTEMS, OR OTHER CONTAMINATION OR ENVIRONMENTAL CONDITION BY BUYER OR BY ANY OF BUYER’S AGENTS, CONTRACTORS, EMPLOYEES, INVITEES, TENANTS, SUCCESSORS OR ASSIGNS ON, IN, UNDER, ABOUT OR FROM THE PROPERTY (SUCH INDEMNIFICATION SHALL BE PART OF “AS IS” BUYER’S INDEMNIFICATION OBLIGATIONS”). BUYER ACKNOWLEDGES AND AGREES THAT SELLER DOES NOT OWN, AND CANNOT CONVEY, ANY PERSONAL PROPERTY THAT MAY BE LOCATED UPON THE PROPERTY. TO THE EXTENT THAT ANY PERSONAL PROPERTY IS A MATERIAL INDUCEMENT TO CITY TO LOCATED UPON THE PROPERTY, SUCH PERSONAL PROPERTY IS SPECIFICALLY EXCLUDED FROM THE TERMS OF THE CONTRACT. BUYER ACKNOWLEDGES THAT THE PROVISIONS OF THIS SECTION 5 ARE AN INTEGRAL PORTION OF THE CONTRACT AND THAT SELLER WOULD NOT AGREE TO SELL THE PROPERTY AT TO BUYER FOR THE PURCHASE SALES PRICE PROVIDED HEREINWITHOUT THE DISCLAIMERS, AGREEMENTS AND OTHER STATEMENTS SET FORTH IN THIS SECTION. EXCEPT AS REQUIRED BY APPLICABLE LAW, THE PROVISIONS OF THIS SECTION 5 SHALL NOT BE MERGED INTO THE DEED AND SHALL SURVIVE CLOSING.

Representations or Warranties. A. PROPERTY SOLD BUYER ACKNOWLEDGES AND AGREES THAT (OTHER THAN AS EXPRESSLY SET FORTH IN ANY OF THE OTHER TRANSACTION DOCUMENTS AND THEN SOLELY TO THE EXTENT SET FORTH THEREIN AND WITH RESPECT THERETO) (A) THE REPRESENTATIONS AND WARRANTIES MADE IN ARTICLE III, ARTICLE IV AND CONFIRMED IN THE SELLER’S CERTIFICATE (AS QUALIFIED BY THE SELLER DISCLOSURE SCHEDULE) ARE THE EXCLUSIVE REPRESENTATIONS AND WARRANTIES MADE BY SELLER WITH RESPECT TO THE BUSINESS, INCLUDING THE ASSETS OF THE BUSINESS, OR THE SUBJECT MATTER OF THIS AGREEMENT, (B) OTHER THAN AS SET FORTH IN ARTICLE III, ARTICLE IV AND CONFIRMED IN THE SELLER’S CERTIFICATE, SELLER HAS DISCLAIMED (AND BUYER HAS NOT RELIED ON) ANY OTHER EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES MADE BY ANY PERSON WITH RESPECT TO THE BUSINESS OR WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT, (C) OTHER THAN AS SET FORTH IN ARTICLE III, ARTICLE IV AND CONFIRMED IN THE SELLER’S CERTIFICATE, THE CONDITION OF THE ASSETS OF THE BUSINESS SHALL BE “AS IS”. CITY ” AND BUYER AGREE THAT THE PROPERTY SHALL BE SOLD, AND THAT BUYER SHALL ACCEPT POSSESSION OF THE PROPERTY ON THE CLOSING DATE, “AS IS, WHERE IS, WITH ALL FAULTS”, WITH ” AND SELLER MAKES NO RIGHT OF SET OFF OR REDUCTION IN THE PURCHASE PRICE, AND THAT, EXCEPT FOR THE LIMITED WARRANTY OF TITLE TO BE GIVEN IN THE GRANT DEED SHALL BE WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND OR NATURE WHATSOEVER BY CITY, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, WARRANTY OF INCOME POTENTIAL, OPERATING EXPENSES, USES, MERCHANTABILITY, OR SUITABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND CITY DOES HEREBY DISCLAIM AND RENOUNCE PURPOSE OR QUALITY WITH RESPECT TO ANY SUCH REPRESENTATION OF THE ASSETS OF THE BUSINESS OR WARRANTY. BY ENTERING INTO THIS AGREEMENT, BUYER REPRESENTS AND WARRANTS THAT AS OF CLOSING DEADLINE, BUYER SHALL HAVE SATISFIED ITSELF AS TO THE CONDITION OR WORKMANSHIP THEREOF OR THE ABSENCE OF ANY DEFECTS THEREIN, WHETHER LATENT OR PATENT, AND (D) SELLER IS NOT, DIRECTLY OR INDIRECTLY, AND NO OTHER PERSON ON BEHALF OF SELLER IS, MAKING ANY REPRESENTATIONS OR WARRANTIES REGARDING ANY PRO-FORMA FINANCIAL INFORMATION, FINANCIAL PROJECTIONS OR OTHER FORWARD-LOOKING STATEMENTS OF THE PROPERTY BUSINESS. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT (INCLUDING THE REPRESENTATIONS AND WARRANTIES SET FORTH IN ARTICLE III AND IN ARTICLE IV AND THE SELLER DISCLOSURE SCHEDULE RELATING THERETO) OR IN ANY OTHER TRANSACTION DOCUMENT (SOLELY TO THE EXTENT SET FORTH THEREIN AND WITH RESPECT THERETO), BUYER AGREES THAT ANY OTHER MATERIALS, INCLUDING ANY DUE DILIGENCE MATERIALS, MADE AVAILABLE TO BUYER OR ITS AFFILIATES OR THEIR RESPECTIVE REPRESENTATIVES DO NOT, DIRECTLY OR INDIRECTLY, AND SHALL NOT BE DEEMED TO, DIRECTLY OR INDIRECTLY, CONTAIN REPRESENTATIONS OR WARRANTIES OF SELLER OR ITS AFFILIATES OR THEIR RESPECTIVE REPRESENTATIVES. ARTICLE VI ​ ​ Covenants Section 6.1Information Pending Closing. From the Execution Date through the Closing (the “Interim Period”), Seller shall, and shall cause its Subsidiaries to, permit Buyer and its Representatives to have reasonable access to the properties and to the Seller’s and its Subsidiaries’ books and records of the Target Companies and the Business during normal business hours in connection with matters expressly contemplated by this Agreement; provided that such access shall only be upon reasonable advance written notice and shall not disrupt personnel and operations of Seller or, following the formation thereof, the Target Companies and shall be at Buyer’s sole cost and expense; provided, further, that, none of Buyer, its Affiliates or their respective US-DOCS\137246414.29 ​ Representatives shall conduct any environmental site assessment, compliance evaluation or investigation with respect to any property of the Business without the prior written consent of Seller (which consent may be withheld at Seller’s sole and absolute discretion) and without ongoing consultation with Seller with respect to any such activity (it being understood and agreed that in no event shall any subsurface investigation or testing of any environmental media be conducted). All requests for access to the offices, properties, books and records of the Seller or the Target Companies related to the Business shall be made in writing to such Representatives of Seller as Seller shall designate, who shall be solely responsible for coordinating all such requests and all access permitted hereunder. It is further agreed that none of Buyer, its Affiliates or their respective Representatives shall, prior to the Closing, contact any of the employees, customers, suppliers, distributors, contractors, lenders, agents or parties (or Representatives of any of the foregoing) that have business relationships with Seller, its Subsidiaries, the Target Companies or any Governmental Entity, in connection with the transactions contemplated hereby, without the prior written consent of Seller. Any access to the offices, properties, books and records of Seller and its Subsidiaries shall be subject to the following additional limitations: (i) Buyer, its Affiliates, and their respective Representatives, as applicable, shall give Seller written notice of at least two (2) Business Days prior to conducting any inspections or communicating with any third party relating to any property of Seller or its Subsidiaries, and a Representative of Seller shall have the right to be present when Buyer, its Affiliates or their respective Representatives conducts its or their investigations on such property; and (ii) Buyer, its Affiliates, and their respective Representatives, as applicable, shall: (A) use commercially reasonable efforts to perform all on-site reviews and all communications with any Person in an expeditious and efficient manner; and (B) BE LIABLE TO AND TO INDEMNIFY, DEFEND, AND HOLD HARMLESS SELLER AND ITS SUITABILITY AFFILIATES, DIRECTORS, OFFICERS, AND EMPLOYEES FROM AND AGAINST ANY AND ALL LIABILITIES, CLAIMS, AND CAUSES OF ACTION FOR THE DEVELOPMENT PURPOSES INTENDED BY BUYER. THE PROPERTY IS SOLD IN “AS IS” CONDITIONPERSONAL INJURY, INCLUDING WITHOUT LIMITATION AS TO ANY HAZARDOUS MATERIALS CONTAMINATION. IN PURCHASING THE PROPERTY, BUYER IS RELYING SOLELY UPON ITS OWN INSPECTION AND INVESTIGATION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, AS TO HAZARDOUS MATERIALS CONTAMINATION AND GEOLOGICAL CONDITIONS INCLUDING EARTHQUAKE FAULTS AND NOT UPON ANY REPRESENTATION, WARRANTY, STATEMENT, STUDY, REPORT, DESCRIPTION, GUIDELINEDEATH, OR OTHER INFORMATION OR MATERIALS MADE OR FURNISHED BY CITY PROPERTY DAMAGE OCCURRING AS A DIRECT RESULT PRIMARILY OF BUYER’S OR ANY OF ITS REPRESENTATIVES’ ACCESS TO THE BOOKS AND RECORDS, OFFICES, AND PROPERTIES OF THE BUSINESS; PROVIDED, HOWEVER, THAT SUCH INDEMNITY WILL NOT APPLY (1) TO THE EXTENT THAT ANY SUCH LIABILITIES, CLAIMS, OR CAUSES OF ACTION ARISE OUT OF THE NEGLIGENCE OR WILLFUL MISCONDUCT OF SELLER OR ANY OF ITS AFFILIATES, DIRECTORS, OFFICERS, OR EMPLOYEES, AGENTS, ATTORNEYS, OR REPRESENTATIVES, WHETHER WRITTEN (2) THE MERE DISCOVERY BY BUYER OR ORAL, EXPRESS OR IMPLIED, ITS REPRESENTATIVES OF ANY NATURE WHATSOEVER. PRE-EXISTING CONDITION AT A TERMINAL, PROVIDED THAT BUYER ACKNOWLEDGES THAT NEITHER CITY NOR ANY AGENT OR ITS REPRESENTATIVES WAS OTHERWISE ACTING IN COMPLIANCE WITH THE TERMS OF CITY HAS MADE ANY REPRESENTATIONS, WARRANTIES OR AGREEMENTS AS TO ANY MATTERS CONCERNING THE PROPERTY. ANY STATEMENT NOT EXPRESSLY CONTAINED IN THIS AGREEMENT SHALL NOT BIND CITYAT THE TIME OF, AND IN CONNECTION WITH, THE DISCOVERY, AND PROVIDED THAT BUYER EXPRESSLY WAIVES ANY RIGHT OF RECISION AND/OR CLAIM FOR DAMAGES, AGAINST CITY OR ITS AGENTS BY REASON REPRESENTATIVES DID NOT MATERIALLY EXACERBATE SUCH PRE-EXISTING CONDITION AND, IN SUCH CASE, THEN SUCH INDEMNIFICATION OBLIGATION SHALL APPLY ONLY TO THE EXTENT OF ANY STATEMENTSUCH EXACERBATION. The foregoing indemnification obligation shall survive the Closing or termination of this Agreement. Notwithstanding anything herein to the contrary, REPRESENTATIONSeller shall not be required to provide any access or information to Buyer, WARRANTYits Affiliates or any of their respective Representatives, AND/OR PROMISE NOT CONTAINED IN THIS AGREEMENTwhether during the Interim Period or from and after the Closing, which Seller reasonably believes that it or its Subsidiaries are prohibited from providing to Buyer, its Affiliates or their respective Representatives by reason of applicable Law, which constitutes or allows access to information protected by attorney-client privilege, or which Seller, its Subsidiaries or their Affiliates are 27 US-DOCS\137246414.29 ​ required to keep confidential or prevent access to by reason of any Contract with a third party or which would otherwise expose Seller, its Subsidiaries or their Affiliates to a material risk of Liability. BUYER’S AGREEMENT TO PURCHASE THE PROPERTY “AS IS” IS A MATERIAL INDUCEMENT TO CITY TO AGREE TO SELL THE PROPERTY AT THE PURCHASE PRICE PROVIDED HEREINFor the avoidance of doubt, all information provided by Seller and its Subsidiaries pursuant to this Section 6.1 shall be subject to the Confidentiality Agreement.

Representations or Warranties. A. PROPERTY SOLD “AS IS”. CITY AND BUYER AGREE THAT THE PROPERTY SHALL BE SOLD, AND THAT BUYER SHALL ACCEPT POSSESSION OF THE PROPERTY ON THE CLOSING DATE, “AS IS, WHERE IS, WITH ALL FAULTS”, WITH NO RIGHT OF SET OFF OR REDUCTION IN THE PURCHASE PRICE, AND THAT, EXCEPT FOR THE LIMITED WARRANTY WARRANTIES OF TITLE TO BE GIVEN SET FORTH IN THE GRANT DEED SHALL BE AND THE REPRESENTATIONS AND WARRANTIES SET FORTH IN SECTION 6.1 ABOVE, SELLER HEREBY SPECIFICALLY DISCLAIMS ANY WARRANTY, GUARANTY OR REPRESENTATION, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, OR CONCERNING THE PROPERTY OR ANY MATTER RELATED THERETO, INCLUDING, BUT NOT LIMITED TO, (A) THE NATURE AND CONDITION OF THE PROPERTY, INCLUDING WITHOUT REPRESENTATION OR WARRANTY LIMITATION, THE WATER, SOIL AND GEOLOGY, (B) THE SUITABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER MAY ELECT TO CONDUCT THEREON, (C) THE EXISTENCE OF ANY KIND ENVIRONMENTAL HAZARDS OR NATURE WHATSOEVER BY CITY, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISECONDITION THEREON, INCLUDING, WITHOUT LIMITATION, WARRANTY THE PRESENCE OF INCOME POTENTIALANY HAZARDOUS OR TOXIC SUBSTANCES, OPERATING EXPENSESMATERIALS, USESWASTES, POLLUTANTS OR CONTAMINANTS (COLLECTIVELY, "HAZARDOUS SUBSTANCES"), (D) ANY RIGHT-OF-WAY, LEASE, LIEN, ENCUMBRANCE, LICENSE, RESERVATION, CONDITION OR OTHER AGREEMENT; (E) THE COMPLIANCE OF THE PROPERTY OR ITS OPERATION WITH ANY LAWS, ORDINANCES OR REGULATIONS OF ANY GOVERNMENTAL OR OTHER BODY; (F) THE PROPERTY'S CONDITION, HABITABILITY, MERCHANTABILITY, MARKETABILITY, TENANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, (G) THE FINANCIAL CONDITION OF ANY TENANT OR THE STATUS OF ANY TENANT IMPROVEMENT WORK, AND CITY DOES HEREBY DISCLAIM (H) THE PROPERTY'S VALUE OR FUTURE FINANCIAL PERFORMANCE. PURCHASER ACKNOWLEDGES THAT IT HAS HAD AND RENOUNCE ANY SUCH REPRESENTATION OR WARRANTY. BY ENTERING INTO THIS AGREEMENT, BUYER REPRESENTS WILL HAVE AN OPPORTUNITY TO INSPECT THE PROPERTY AND WARRANTS THAT AS OF CLOSING DEADLINE, BUYER SHALL HAVE SATISFIED ITSELF AS TO THE CONDITION IT WILL BE RELYING SOLELY ON ITS OWN INVESTIGATION OF THE PROPERTY AND NOT ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY SELLER. PURCHASER FURTHER ACKNOWLEDGES THAT ITS SUITABILITY INFORMATION WITH RESPECT TO THE PROPERTY WILL BE OBTAINED FROM A VARIETY OF SOURCES, AND SELLER (X) HAS NOT MADE, AND WILL NOT MAKE, ANY INDEPENDENT INVESTIGATION OR VERIFICATION OF SUCH INFORMATION AND (Y) DOES NOT MAKE ANY REPRESENTATIONS AS TO THE ACCURACY OR COMPLETENESS OF ANY SUCH INFORMATION. PURCHASER EXPRESSLY ACKNOWLEDGES THAT THE PURCHASE PRICE FOR THE DEVELOPMENT PURPOSES INTENDED BY BUYER. PURCHASE AND SALE AGREEMENT (XXXXX XXXX) DALLAS/200403 PROPERTY REFLECTS THE PROPERTY IS SOLD IN “AS IS” CONDITION, INCLUDING WITHOUT LIMITATION AS TO ANY HAZARDOUS MATERIALS CONTAMINATION. IN PURCHASING THE PROPERTY, BUYER IS RELYING SOLELY UPON ITS OWN INSPECTION AND INVESTIGATION CURRENTLY EXISTING CONDITION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, AS TO HAZARDOUS MATERIALS CONTAMINATION AND GEOLOGICAL CONDITIONS INCLUDING EARTHQUAKE FAULTS AND NOT UPON ANY REPRESENTATION, WARRANTY, STATEMENT, STUDY, REPORT, DESCRIPTION, GUIDELINE, OR OTHER INFORMATION OR MATERIALS MADE OR FURNISHED BY CITY OR ANY OF ITS OFFICERS, EMPLOYEES, AGENTS, ATTORNEYS, OR REPRESENTATIVES, WHETHER WRITTEN OR ORAL, EXPRESS OR IMPLIED, OF ANY NATURE WHATSOEVER. BUYER ACKNOWLEDGES THAT NEITHER CITY NOR ANY AGENT OF CITY HAS MADE ANY REPRESENTATIONS, WARRANTIES OR AGREEMENTS AS TO ANY MATTERS CONCERNING THE PROPERTY. ANY STATEMENT NOT EXPRESSLY CONTAINED IN THIS AGREEMENT SHALL NOT BIND CITY, AND BUYER EXPRESSLY WAIVES ANY RIGHT OF RECISION AND/OR CLAIM FOR DAMAGES, AGAINST CITY OR ITS AGENTS BY REASON OF ANY STATEMENT, REPRESENTATION, WARRANTY, AND/OR PROMISE NOT CONTAINED IN THIS AGREEMENT. BUYER’S AGREEMENT TO PURCHASE THE PROPERTY “AS IS” IS A MATERIAL INDUCEMENT TO CITY TO AGREE TO SELL THE PROPERTY AT THE PURCHASE PRICE PROVIDED HEREIN.