Common use of Sale “As Is, Where Is Clause in Contracts

Sale “As Is, Where Is. Xxxxx acknowledges and agrees that upon Closing, Seller shall sell and convey to Buyer and Buyer shall accept the Subject Property “AS IS. WHERE IS. WITH ALL FAULTS,” except to the extent expressly provided otherwise in this Agreement and any document executed by Seller and delivered to Buyer at Closing. Except as expressly set forth in this Agreement, Xxxxx has not relied and will not rely on, and Seller has not made and is not liable for or bound by, any express or implied warranties, guarantees, statements, representations or information pertaining to the Subject Property or relating thereto made or furnished by Seller, or any property manager, real estate broker, agent or third party representing or purporting to represent Seller, to whoever made or given, directly or indirectly, orally or in writing, Buyer represents that it is a knowledgeable, experienced and sophisticated purchaser of real estate and that, except as expressly set forth in this Agreement, it is relying solely on its own expertise and that of Buyer’s consultants in purchasing the Subject Property and shall make an independent verification of the accuracy of any documents and information provided by Seller. Buyer will conduct such inspections and investigations of the Subject Property as Buyer deems necessary, including, but not limited to, the physical and environmental conditions thereof, and shall rely upon same. By failing to terminate this Agreement prior to the expiration of the Due Diligence Period, Buyer acknowledges that Seller has afforded Buyer a full opportunity to conduct such investigations of the Subject Property as Buyer deemed necessary to satisfy itself as to the condition of the Subject Property and the existence or non-existence or curative action to be taken with respect to any Hazardous Materials on or discharged from the Subject Property, and will rely solely upon same and not upon any information provided by or on behalf of Seller or its agents or employees with respect thereto, other than such representations, warranties and covenants of Seller as are expressly set forth in this Agreement. Upon Closing, except to the extent expressly provided otherwise in this Agreement, Buyer shall assume the risk that adverse matters, including, but not limited to, adverse physical or construction defects or adverse environmental, health or safety conditions, may not have been revealed by Xxxxx’s inspection and investigations. WITH EXCEPTION OF THOSE SELLER REPRESENTATIONS, GUARANTIES AND WARRANTIES PROVIDED IN THIS AGREEMENT, SELLER HEREBY SPECIFICALLY DISCLAIMS ANY WARRANTY, GUARANTY OR REPRESENTATION, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, OR CONCERNING (a) THE NATURE AND CONDITION OF THE SUBJECT PROPERTY, INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL, MINERALS AND GEOLOGY; (b) THE INCOME TO BE DERIVED FROM THE PROPERTY; (c) THE SUITABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES THAT BUYER MAY ELECT TO CONDUCT THEREON; (d) THE NATURE AND EXTENT OF ACCESS TO THE PROPERTY AND ANY RIGHTS-OF-WAY RELATING THERETO; (e) THE HABITABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTY; (f) THE COMPLIANCE OF THE PROPERTY OR ITS OPERATION WITH ANY LAWS, ORDINANCES OR REGULATIONS OF ANY GOVERNMENT OR OTHER BODY INCLUDING ENVIRONMENTAL LAWS; AND (g) ANY OTHER MATTER WITH RESPECT TO THE PROPERTY.

Sale “As Is, Where Is. Xxxxx Buyer acknowledges and agrees that upon Closing, Seller shall sell and convey to Buyer and Buyer shall accept the Subject Property “AS IS. , WHERE IS. , WITH ALL FAULTS,” except to the extent expressly provided otherwise in this Agreement and any document executed by Seller and delivered to Buyer at Closing. Except as expressly set forth in this Agreement, Xxxxx Buyer has not relied and will not rely on, and Seller has not made and is not liable for or bound by, any express or implied warranties, guarantees, statements, representations or information pertaining to the Subject Property or relating thereto (including specifically, without limitation, Property information packages distributed with respect to the Property) made or furnished by Seller, or any property manager, real estate broker, agent or third party representing or purporting to represent Seller, to whoever whomever made or given, directly or indirectly, orally or in writing, . Buyer represents that it is a knowledgeable, experienced and sophisticated purchaser of real estate and that, except as expressly set forth in this Agreement, it is relying solely on its own expertise and that of Buyer’s consultants in purchasing the Subject Property and shall make an independent verification of the accuracy of any documents and information provided by Seller. Buyer will conduct such inspections and investigations of the Subject Property as Buyer deems necessary, including, but not limited to, the physical and environmental conditions thereof, and shall rely upon same. By failing to terminate this Agreement prior to the expiration of the Due Diligence Inspection Period, Buyer acknowledges that Seller has afforded Buyer a full opportunity to conduct such investigations of the Subject Property as Buyer deemed necessary to satisfy itself as to the condition of the Subject Property and the existence or non-existence non‑existence or curative action to be taken with respect to any Hazardous Materials on or discharged from the Subject Property, and will rely solely upon same and not upon any information provided by or on behalf of Seller or its agents or employees any Seller Parties with respect thereto, other than such representations, warranties and covenants of Seller as are expressly set forth in this Agreement. Upon Closing, except to the extent expressly provided otherwise in this Agreement, Buyer shall assume the risk that adverse matters, including, but not limited to, adverse physical or construction defects or adverse environmental, health or safety conditions, may not have been revealed by XxxxxBuyer’s inspection inspections and investigations. WITH EXCEPTION OF THOSE SELLER REPRESENTATIONS, GUARANTIES AND WARRANTIES PROVIDED IN THIS AGREEMENT, SELLER HEREBY SPECIFICALLY DISCLAIMS ANY WARRANTY, GUARANTY OR REPRESENTATION, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, OR CONCERNING (a) THE NATURE AND CONDITION OF THE SUBJECT PROPERTY, INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL, MINERALS AND GEOLOGY; (b) THE INCOME TO BE DERIVED FROM THE PROPERTY; (c) THE SUITABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES THAT BUYER MAY ELECT TO CONDUCT THEREON; (d) THE NATURE AND EXTENT OF ACCESS TO THE PROPERTY AND ANY RIGHTS-OF-WAY RELATING THERETO; (e) THE HABITABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTY; (f) THE COMPLIANCE OF THE PROPERTY OR ITS OPERATION WITH ANY LAWS, ORDINANCES OR REGULATIONS OF ANY GOVERNMENT OR OTHER BODY INCLUDING ENVIRONMENTAL LAWS; AND (g) ANY OTHER MATTER WITH RESPECT TO THE PROPERTY.Buyer's Initials /s/ LS

Sale “As Is, Where Is. Xxxxx Buyer acknowledges and agrees that upon Closing, Seller Sellers shall sell and convey to Buyer and Buyer shall accept the Subject Property “AS IS. , WHERE IS. , WITH ALL FAULTS,” except to the extent expressly provided otherwise in this Agreement and any document executed by Seller and delivered to Buyer at Closingin the Transaction Documents. Except as expressly set forth in this AgreementAgreement and in the Transaction Documents, Xxxxx Buyer has not relied and will not rely on, and Seller has Sellers have not made and is are not liable for or bound by, any express or implied warranties, guarantees, statements, representations or information pertaining to the Subject Property or relating thereto (including specifically, without limitation, Property Documents or other information packages distributed with respect to the Property) made or furnished by Seller, Sellers or any property manager, real estate broker, agent or third party representing or purporting to represent SellerSellers, to whoever whomever made or given, directly or indirectly, orally or in writing, . Buyer represents that it is a knowledgeable, experienced and sophisticated purchaser of real estate and that, except as expressly set forth in this AgreementAgreement and in the Transaction Documents, it is relying solely on its own expertise and that of Buyer’s consultants in purchasing the Subject Property and shall make an independent verification of the accuracy of any documents and information provided by SellerSellers. Buyer will conduct such inspections and investigations of the Subject Property as Buyer deems necessary, including, but not limited to, the physical and environmental conditions thereof, and shall rely upon same. By failing to terminate this Agreement prior to the expiration of the Due Diligence Inspection Period, Buyer acknowledges that Seller has Sellers have afforded Buyer a full opportunity to conduct such inspections and investigations of the Subject Property as Buyer deemed necessary to satisfy itself as to the condition of the Subject Property and the existence or non-existence or curative action to be taken with respect to any Hazardous Materials on or discharged from the Subject Property, and will rely solely upon same and not upon any information provided by or on behalf of Seller Sellers or its their agents or employees with respect thereto, other than such representations, warranties and covenants of Seller Sellers as are expressly set forth in this AgreementAgreement and/or the Transaction Documents. Upon Closing, except to the extent expressly provided otherwise in this Agreement, Buyer shall assume the risk acknowledges that adverse matters, including, but not limited to, adverse physical or construction defects or adverse environmental, health or safety conditions, may not have been revealed by XxxxxBuyer’s inspection inspections and investigations. WITH EXCEPTION OF THOSE SELLER REPRESENTATIONS, GUARANTIES AND WARRANTIES PROVIDED IN THIS AGREEMENTand that such adverse matters are not excluded from the scope of the disclaimers, SELLER HEREBY SPECIFICALLY DISCLAIMS ANY WARRANTY, GUARANTY OR REPRESENTATION, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, OR CONCERNING (a) THE NATURE AND CONDITION OF THE SUBJECT PROPERTY, INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL, MINERALS AND GEOLOGY; (b) THE INCOME TO BE DERIVED FROM THE PROPERTY; (c) THE SUITABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES THAT BUYER MAY ELECT TO CONDUCT THEREON; (d) THE NATURE AND EXTENT OF ACCESS TO THE PROPERTY AND ANY RIGHTS-OF-WAY RELATING THERETO; (e) THE HABITABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTY; (f) THE COMPLIANCE OF THE PROPERTY OR ITS OPERATION WITH ANY LAWS, ORDINANCES OR REGULATIONS OF ANY GOVERNMENT OR OTHER BODY INCLUDING ENVIRONMENTAL LAWS; AND (g) ANY OTHER MATTER WITH RESPECT TO THE PROPERTYreleases and waivers set forth in this Article 11.

Sale “As Is, Where Is. Xxxxx Buyer acknowledges and agrees that upon Closing, Seller shall sell and convey to Buyer and Buyer shall accept the Subject Property “AS IS. , WHERE IS. , WITH ALL FAULTS,” except to the extent expressly provided otherwise in this Agreement and any document executed by Seller and delivered to Buyer at Closing. Except as expressly set forth in this Agreement, Xxxxx Buyer has not relied and will not rely on, and Seller has not made and is not liable for or bound by, any express or implied warranties, guarantees, statements, representations or information pertaining to the Subject Property or relating thereto (including specifically, without limitation, Property information packages distributed with respect to the Property) made or furnished by Seller, or any property manager, real estate broker, agent or third party representing or purporting to represent Seller, to whoever whomever made or given, directly or indirectly, orally or in writing, . Buyer represents that it is a knowledgeable, experienced and sophisticated purchaser of real estate and that, except as expressly set forth in this Agreement, it is relying solely on its own expertise and that of Buyer’s consultants in purchasing the Subject Property and shall make an independent verification of the accuracy of any documents and information provided by Seller. Buyer will conduct such inspections and investigations of the Subject Property as Buyer deems necessary, including, but not limited to, the physical and environmental conditions thereof, and shall rely upon sameProperty. By failing to terminate this Agreement prior to the expiration of the Due Diligence Inspection Period, Buyer acknowledges that Seller has afforded Buyer a full opportunity to conduct such investigations of the Subject Property as Buyer deemed necessary to satisfy itself as to the condition of the Subject Property and the existence or non-existence or curative action to be taken with respect to any Hazardous Materials on or discharged from the Subject Property, and will rely solely upon same and not upon any information provided by or on behalf of Seller or its agents or employees with respect thereto, other than such representations, warranties and covenants of Seller as are expressly set forth in this Agreement. Upon Closing, except to the extent expressly provided otherwise in this Agreement, Buyer shall assume the risk that adverse matters, including, but not limited to, adverse physical or construction defects or adverse environmental, health or safety conditions, may not have been revealed by Xxxxx’s inspection and investigations. WITH EXCEPTION OF THOSE SELLER REPRESENTATIONS, GUARANTIES AND WARRANTIES PROVIDED IN THIS AGREEMENT, SELLER HEREBY SPECIFICALLY DISCLAIMS ANY WARRANTY, GUARANTY OR REPRESENTATION, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, OR CONCERNING (a) THE NATURE AND CONDITION OF THE SUBJECT PROPERTY, INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL, MINERALS AND GEOLOGY; (b) THE INCOME TO BE DERIVED FROM THE PROPERTY; (c) THE SUITABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES THAT BUYER MAY ELECT TO CONDUCT THEREON; (d) THE NATURE AND EXTENT OF ACCESS TO THE PROPERTY AND ANY RIGHTS-OF-WAY RELATING THERETO; (e) THE HABITABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTY; (f) THE COMPLIANCE OF THE PROPERTY OR ITS OPERATION WITH ANY LAWS, ORDINANCES OR REGULATIONS OF ANY GOVERNMENT OR OTHER BODY INCLUDING ENVIRONMENTAL LAWS; AND (g) ANY OTHER MATTER WITH RESPECT TO THE PROPERTY.

Sale “As Is, Where Is. Xxxxx Purchaser acknowledges and agrees that upon Closing, Seller shall sell and convey to Buyer Purchaser and Buyer Purchaser shall accept the Subject Property “AS IS. , WHERE IS. , WITH ALL FAULTS,” except to the extent expressly provided otherwise in this Agreement and any document executed by Seller and delivered to Buyer Purchaser at Closing. Except as expressly set forth in this Agreement, Xxxxx Purchaser has not relied and will not rely on, and Seller has not made and is not liable for or bound by, any express or implied warranties, guarantees, statements, representations or information pertaining to the Subject Property or relating thereto (including specifically, without limitation, Property information packages distributed with respect to the Property) made or furnished by Seller, or any property manager, real estate broker, agent or third party representing or purporting to represent Seller, to whoever whomever made or given, directly or indirectly, orally or in writing, Buyer . Purchaser represents that it is a knowledgeable, experienced and sophisticated purchaser of real estate and that, except as expressly set forth in this Agreement, it is relying solely on its own expertise and that of BuyerPurchaser’s consultants in purchasing the Subject Property and shall make an independent verification of the accuracy of any documents and information provided by Seller. Buyer Purchaser will conduct such inspections and investigations of the Subject Property as Buyer Purchaser deems necessary, including, but not limited to, the physical and environmental conditions thereof, and shall rely upon same. By failing to terminate If this Agreement is not terminated prior to the expiration of the Due Diligence Period, Buyer Purchaser acknowledges that Seller has afforded Buyer Purchaser a full opportunity to conduct such investigations of the Subject Property as Buyer Purchaser deemed necessary to satisfy itself as to the condition of the Subject Property and the existence or non-existence or curative action to be taken with respect to any Hazardous Materials on or discharged from the Subject Property, and will rely solely upon same and not upon any information provided by or on behalf of Seller or its agents or employees with respect thereto, other than such representations, warranties and covenants of Seller as are expressly set forth in this Agreement. Upon Closing, except to the extent expressly provided otherwise in this Agreement, Buyer Purchaser shall assume the risk that adverse matters, including, but not limited to, adverse physical or construction defects or adverse environmental, health or safety conditions, may not have been revealed by XxxxxPurchaser’s inspection inspections and investigations. WITH EXCEPTION OF THOSE SELLER REPRESENTATIONSPurchaser hereby represents and warrants to Seller that: (a) Purchaser is represented by legal counsel in connection with the transaction contemplated by this Agreement; and (b) Purchaser is purchasing the Property for business, GUARANTIES AND WARRANTIES commercial, investment or other similar purpose and not for use as Purchaser’s residence. Purchaser waives any and all rights or remedies it may have or be entitled to, deriving from disparity in size or from any significant disparate bargaining position in relation to Seller. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENTAGREEMENT AND THE DEED, SELLER HEREBY SPECIFICALLY DISCLAIMS HAS NOT, DOES NOT, AND WILL NOT MAKE ANY WARRANTY, GUARANTY WARRANTIES OR REPRESENTATION, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, OR CONCERNING (a) THE NATURE AND CONDITION OF THE SUBJECT PROPERTY, INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL, MINERALS AND GEOLOGY; (b) THE INCOME TO BE DERIVED FROM THE PROPERTY; (c) THE SUITABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES THAT BUYER MAY ELECT TO CONDUCT THEREON; (d) THE NATURE AND EXTENT OF ACCESS REPRESENTATIONS WITH RESPECT TO THE PROPERTY AND SELLER SPECIFICALLY DISCLAIMS ANY RIGHTS-OF-OTHER IMPLIED WARRANTIES OR WARRANTIES ARISING BY OPERATION OF LAW, INCLUDING, BUT IN NO WAY RELATING THERETO; (e) THE LIMITED TO, ANY WARRANTY OF CONDITION, MERCHANTABILITY, HABITABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE. FURTHERMORE, SELLER HAS NOT, DOES NOT, AND WILL NOT MAKE ANY REPRESENTATION OR WARRANTY WITH REGARD TO COMPLIANCE WITH ANY ENVIRONMENTAL PROTECTION, POLLUTION, OR LAND USE LAWS, RULES, REGULATIONS, ORDERS, OR REQUIREMENTS INCLUDING, BUT NOT LIMITED TO, THOSE PERTAINING TO THE HANDLING, GENERATING, TREATING, STORING OR DISPOSING OF ANY HAZARDOUS SUBSTANCES INCLUDING, WITHOUT LIMITATION, ASBESTOS, PCB AND RADON. PURCHASER ACKNOWLEDGES THAT PURCHASER IS A SOPHISTICATED PURCHASER FAMILIAR WITH THIS TYPE OF PROPERTY AND THAT, SUBJECT ONLY TO THE PROPERTY; (f) THE COMPLIANCE OF EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT AND CLOSING DOCUMENTS, PURCHASER WILL BE ACQUIRING THE PROPERTY “AS IS AND WHERE IS, WITH ALL FAULTS”, IN ITS PRESENT STATE AND CONDITION, SUBJECT ONLY TO NORMAL WEAR AND TEAR AND PURCHASER SHALL ASSUME THE RISK THAT ADVERSE MATTERS AND CONDITIONS MAY NOT HAVE BEEN REVEALED BY PURCHASER’S INSPECTIONS AND INVESTIGATIONS. PURCHASER SHALL ALSO ACKNOWLEDGE AND AGREE THAT THERE ARE NO ORAL AGREEMENTS, WARRANTIES OR ITS OPERATION REPRESENTATIONS, COLLATERAL TO OR AFFECTING THE PROPERTY BY SELLER, ANY AGENT OF SELLER OR ANY THIRD PARTY. THE TERMS AND CONDITIONS OF THIS PARAGRAPH SHALL SURVIVE THE CLOSING, AND NOT MERGE WITH ANY LAWS, ORDINANCES OR REGULATIONS THE PROVISIONS OF ANY GOVERNMENT CLOSING DOCUMENTS. SELLER SHALL NOT BE LIABLE OR BOUND IN ANY MANNER BY ANY ORAL OR WRITTEN STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PROPERTY FURNISHED BY ANY REAL ESTATE BROKER, AGENT, EMPLOYEE, SERVANT OR OTHER BODY INCLUDING ENVIRONMENTAL LAWS; AND (g) ANY OTHER MATTER WITH RESPECT PERSON, UNLESS THE SAME ARE SPECIFICALLY SET FORTH OR REFERRED TO THE PROPERTYIN THIS AGREEMENT.

Sale “As Is, Where Is. Xxxxx Buyer acknowledges and agrees that upon Closing, Seller shall sell and convey to Buyer the RRPC Interest and Buyer shall accept the Subject RRPC Interest and the Property “AS IS. , WHERE IS. , WITH ALL FAULTS,” except to the extent expressly provided otherwise in this Agreement and any document executed by Seller and delivered to Buyer at ClosingAgreement. Except as expressly set forth in this Agreement, Xxxxx Buyer has not relied and will not rely on, and Seller has not made and is not liable for or bound by, any express or implied warranties, guarantees, statements, representations or information pertaining to the Subject Property or relating thereto (including specifically, without limitation, Property information packages distributed with respect to the Property) made or furnished by Seller, Seller or any property manager, real estate broker, agent or third party representing or purporting to represent Seller, to whoever whomever made or given, directly or indirectly, orally or in writing, . Buyer represents that it is a knowledgeable, experienced and sophisticated purchaser of real estate and that, except as expressly set forth in this Agreement, it is relying solely on its own expertise and that of Buyer’s consultants in purchasing the Subject Property and shall make an independent verification of the accuracy of any documents and information provided by Seller. Buyer will conduct such inspections and investigations of the Subject Company and the Property as Buyer deems necessary, including, but not limited to, the physical and environmental conditions thereof, and shall rely upon same. By failing to terminate this Agreement prior to the expiration of the Due Diligence Period, Buyer acknowledges that Seller has afforded Buyer a full opportunity to conduct such inspections and investigations of the Subject Property as Buyer deemed necessary to satisfy itself as to the condition of the Subject Property and the existence or non-existence or curative action to be taken with respect to any Hazardous Materials on or discharged from the Subject Property, and will rely solely upon same and not upon any information provided by or on behalf of Seller or its agents or employees with respect thereto, other than such representations, warranties and covenants of Seller as are expressly set forth in this Agreement. Upon the Closing, except to the extent expressly provided otherwise in this Agreement, Buyer shall assume the risk that adverse matters, including, but not limited to, adverse physical or construction defects or adverse environmental, health or safety conditions, may not have been revealed by XxxxxBuyer’s inspection inspections and investigations. WITH EXCEPTION OF THOSE SELLER REPRESENTATIONS, GUARANTIES AND WARRANTIES PROVIDED IN THIS AGREEMENT, SELLER HEREBY SPECIFICALLY DISCLAIMS ANY WARRANTY, GUARANTY OR REPRESENTATION, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, OR CONCERNING (a) THE NATURE AND CONDITION OF THE SUBJECT PROPERTY, INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL, MINERALS AND GEOLOGY; (b) THE INCOME TO BE DERIVED FROM THE PROPERTY; (c) THE SUITABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES THAT BUYER MAY ELECT TO CONDUCT THEREON; (d) THE NATURE AND EXTENT OF ACCESS TO THE PROPERTY AND ANY RIGHTS-OF-WAY RELATING THERETO; (e) THE HABITABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTY; (f) THE COMPLIANCE OF THE PROPERTY OR ITS OPERATION WITH ANY LAWS, ORDINANCES OR REGULATIONS OF ANY GOVERNMENT OR OTHER BODY INCLUDING ENVIRONMENTAL LAWS; AND (g) ANY OTHER MATTER WITH RESPECT TO THE PROPERTY.Buyer’s Initials

Sale “As Is, Where Is. Xxxxx Buyer acknowledges and agrees that upon Closing, Seller shall sell and convey to Buyer and Buyer shall accept the Subject Property “AS IS. , WHERE IS. , WITH ALL FAULTS,” except to the extent expressly provided otherwise in this Agreement and any document executed by Seller and delivered to Buyer at Closing. Except as expressly set forth in this Agreement, Xxxxx Buyer has not relied and will not rely on, and Seller has not made and is not liable for or bound by, any express or implied warranties, guarantees, statements, representations or information pertaining to the Subject Property or relating thereto (including specifically, without limitation, Property information packages distributed with respect to the Property) made or furnished by Seller, the Asset Manager, or any property manager, real estate broker, agent or third party representing or purporting to represent Seller, to whoever whomever made or given, directly or indirectly, orally or in writing, . Buyer represents that it is a knowledgeable, experienced and sophisticated purchaser of real estate and that, except as expressly set forth in this Agreement, it is relying solely on its own expertise and that of Buyer’s consultants in purchasing the Subject Property and shall make an independent verification of the accuracy of any documents and information provided by Seller. Buyer will conduct such inspections and investigations of the Subject Property as Buyer deems necessary, including, but not limited to, the physical and environmental conditions thereof, and shall rely upon same. By failing to terminate this Agreement prior to the expiration of the Due Diligence Inspection Period, Buyer acknowledges that Seller has afforded Buyer a full opportunity to conduct such investigations of the Subject Property as Buyer deemed necessary to satisfy itself as to the condition of the Subject Property and the existence or non-existence or curative action to be taken with respect to any Hazardous Materials on or discharged from the Subject Property, and will rely solely upon same and not upon any information provided by or on behalf of Seller or its agents or employees with respect thereto, other than such representations, warranties and covenants of Seller as are expressly set forth in this Agreement. Upon Closing, except to the extent expressly provided otherwise in this Agreement, Buyer shall assume the risk that adverse matters, including, but not limited to, adverse physical or construction defects or adverse environmental, health or safety conditions, may not have been revealed by XxxxxBuyer’s inspection inspections and investigations. WITH EXCEPTION OF THOSE SELLER REPRESENTATIONS, GUARANTIES AND WARRANTIES PROVIDED IN THIS AGREEMENT, SELLER HEREBY SPECIFICALLY DISCLAIMS ANY WARRANTY, GUARANTY OR REPRESENTATION, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, OR CONCERNING (a) THE NATURE AND CONDITION OF THE SUBJECT PROPERTY, INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL, MINERALS AND GEOLOGY; (b) THE INCOME TO BE DERIVED FROM THE PROPERTY; (c) THE SUITABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES THAT BUYER MAY ELECT TO CONDUCT THEREON; (d) THE NATURE AND EXTENT OF ACCESS TO THE PROPERTY AND ANY RIGHTS-OF-WAY RELATING THERETO; (e) THE HABITABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTY; (f) THE COMPLIANCE OF THE PROPERTY OR ITS OPERATION WITH ANY LAWS, ORDINANCES OR REGULATIONS OF ANY GOVERNMENT OR OTHER BODY INCLUDING ENVIRONMENTAL LAWS; AND (g) ANY OTHER MATTER WITH RESPECT TO THE PROPERTY.Buyer’s Initials

Sale “As Is, Where Is. Xxxxx Buyer acknowledges and agrees that upon Closing, Seller shall sell and convey to Buyer and Buyer shall accept the Subject Property “AS IS. , WHERE IS. , WITH ALL FAULTS,” except to the extent expressly provided otherwise in this Agreement and any document executed by Seller and delivered to Buyer at Closing. Except as expressly set forth in this Agreement, Xxxxx Buyer has not relied and will not rely on, and Seller has not made and is not liable for or bound by, any express or implied warranties, guarantees, statements, representations or information pertaining to the Subject Property or relating thereto (including specifically, without limitation, Property information packages distributed with respect to the Property) made or furnished by Seller, Seller or any property manager, real estate broker, agent or third party representing or purporting to represent Seller, to whoever whomever made or given, directly or indirectly, orally or in writing, . Buyer represents that it is a knowledgeable, experienced and sophisticated purchaser of real estate and that, except as expressly set forth in this Agreement, it is relying solely on its own expertise and that of Buyer’s consultants in purchasing the Subject Property and shall make an independent verification of the accuracy of any documents and information provided by Seller. Buyer will conduct such inspections and investigations of the Subject Property as Buyer deems necessary, including, but not limited to, the physical and environmental conditions thereof, and shall rely upon same. By failing to terminate this Agreement prior to the expiration of the Due Diligence Inspection Period, Buyer acknowledges that Seller has afforded Buyer a full opportunity to conduct such investigations of the Subject Property as Buyer deemed necessary to satisfy itself as to the condition of the Subject Property and the existence or non-existence or curative action to be taken with respect to any Hazardous Materials on or discharged from the Subject Property, and will rely solely upon same and not upon any information provided by or on behalf of Seller or its agents or employees with respect thereto, other than such representations, warranties and covenants of Seller as are expressly set forth in this Agreement. Upon Closing, except to the extent expressly provided otherwise in this Agreement, Buyer shall assume the risk that adverse matters, including, but not limited to, adverse physical or construction defects or adverse environmental, health or safety conditions, may not have been revealed by XxxxxBuyer’s inspection inspections and investigations. WITH EXCEPTION OF THOSE SELLER REPRESENTATIONS, GUARANTIES AND WARRANTIES PROVIDED IN THIS AGREEMENT, SELLER HEREBY SPECIFICALLY DISCLAIMS ANY WARRANTY, GUARANTY OR REPRESENTATION, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, OR CONCERNING (a) THE NATURE AND CONDITION OF THE SUBJECT PROPERTY, INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL, MINERALS AND GEOLOGY; (b) THE INCOME TO BE DERIVED FROM THE PROPERTY; (c) THE SUITABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES THAT BUYER MAY ELECT TO CONDUCT THEREON; (d) THE NATURE AND EXTENT OF ACCESS TO THE PROPERTY AND ANY RIGHTS-OF-WAY RELATING THERETO; (e) THE HABITABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTY; (f) THE COMPLIANCE OF THE PROPERTY OR ITS OPERATION WITH ANY LAWS, ORDINANCES OR REGULATIONS OF ANY GOVERNMENT OR OTHER BODY INCLUDING ENVIRONMENTAL LAWS; AND (g) ANY OTHER MATTER WITH RESPECT TO THE PROPERTY.Buyer’s Initials: JM

Sale “As Is, Where Is. Xxxxx Purchaser acknowledges and agrees that upon Closing, Seller shall sell and convey to Buyer Purchaser and Buyer Purchaser shall accept the Subject Property “AS AS-IS. WHERE , WHERE-IS. , WITH ALL FAULTS,” except to the extent expressly provided otherwise in this Agreement and or any document executed by Seller and delivered to Buyer Purchaser at Closing. Except as expressly set forth in this AgreementAgreement or any document executed by Seller and delivered to Purchaser at Closing, Xxxxx Purchaser has not relied and will not rely on, and Seller has not made and is not liable for or bound by, any express or implied warranties, guarantees, statements, representations or information pertaining to the Subject Property or relating thereto (including specifically, without limitation, Property information packages distributed with respect to the Property) made or furnished by Seller, or any property manager, real estate broker, agent or third party representing or purporting to represent Seller, to whoever whomever made or given, directly or indirectly, orally or in writing, Buyer . Purchaser represents that it is a knowledgeable, experienced and sophisticated purchaser of real estate and that, except as expressly set forth in this AgreementAgreement or any document executed by Seller and delivered to Purchaser at Closing, it is relying solely on its own expertise and that of BuyerPurchaser’s consultants in purchasing the Subject Property and shall make an independent verification of the accuracy of any documents and information provided by Seller. Buyer Purchaser will conduct such inspections and investigations of the Subject Property as Buyer Purchaser deems necessary, including, but not limited to, the physical and environmental conditions thereof, and shall rely upon same. By failing to terminate this Agreement prior to the expiration of the Due Diligence Inspection Period, Buyer Purchaser acknowledges that Seller has afforded Buyer Purchaser a full opportunity to conduct such investigations of the Subject Property as Buyer Purchaser deemed necessary to satisfy itself as to the condition of the Subject Property and the existence or non-existence or curative action to be taken with respect to any Hazardous Materials on or discharged from the Subject Property, and Purchaser will rely solely upon same and not upon any information provided by or on behalf of Seller or its agents or employees with respect thereto, other than such representations, warranties and covenants of Seller as are expressly set forth in this AgreementAgreement or in any document executed by Seller and delivered to Purchaser at Closing. Upon Except as to representations or warranties of Seller expressly set forth in this Agreement or in any document executed by Seller and delivered to Purchaser at Closing, except to the extent expressly provided otherwise in this Agreementupon Closing, Buyer Purchaser shall assume the risk that adverse matters, including, but not limited to, adverse physical or construction defects or adverse environmental, health or safety conditions, may not have been revealed by XxxxxPurchaser’s inspection inspections and investigations. WITH EXCEPTION OF THOSE SELLER REPRESENTATIONS, GUARANTIES AND WARRANTIES PROVIDED IN THIS AGREEMENT, SELLER HEREBY SPECIFICALLY DISCLAIMS ANY WARRANTY, GUARANTY OR REPRESENTATION, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, OR CONCERNING Purchaser hereby represents and warrants to Seller that: (a) THE NATURE AND CONDITION OF THE SUBJECT PROPERTY, INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL, MINERALS AND GEOLOGYPurchaser is represented by legal counsel in connection with the transaction contemplated by this Agreement; and (b) THE INCOME TO BE DERIVED FROM THE PROPERTY; (c) THE SUITABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES THAT BUYER MAY ELECT TO CONDUCT THEREON; (d) THE NATURE AND EXTENT OF ACCESS TO THE PROPERTY AND ANY RIGHTS-OF-WAY RELATING THERETO; (e) THE HABITABILITYPurchaser is purchasing the Property for business, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTY; (f) THE COMPLIANCE OF THE PROPERTY OR ITS OPERATION WITH ANY LAWScommercial, ORDINANCES OR REGULATIONS OF ANY GOVERNMENT OR OTHER BODY INCLUDING ENVIRONMENTAL LAWS; AND (g) ANY OTHER MATTER WITH RESPECT TO THE PROPERTYinvestment or other similar purpose and not for use as Purchaser’s residence. Purchaser waives any and all rights or remedies it may have or be entitled to, deriving from disparity in size or from any significant disparate bargaining position in relation to Seller.

Sale “As Is, Where Is. Xxxxx Tenant acknowledges and agrees that upon Closingif Landlord sells the Project to Tenant pursuant to the this Section, Seller shall sell and convey to Buyer and Buyer Tenant shall accept the Subject Property Project “AS IS. , WHERE IS. , WITH ALL FAULTS,.” except to the extent expressly provided otherwise in this Agreement and any document executed by Seller and delivered to Buyer at Closing. Except as expressly set forth in this Agreement, Xxxxx Tenant has not relied and will not rely on, and Seller Landlord has not made and is not liable for or bound by, any and express or implied warranties, guarantees, statements, representations or information pertaining to the Subject Property Project or relating thereto (including specifically, without limitation, property information packages distributed with respect to the Project) made or furnished by SellerLandlord, Landlord’s asset manager of the Project, or any property manager, real estate broker, agent or third party representing or purporting to represent SellerLandlord, to whoever whomever made or given, directly or indirectly, orally or in writing, Buyer . Tenant represents that it is a knowledgeable, experienced and sophisticated purchaser of real estate and that, except as expressly set forth in this Agreement, that it is relying solely on its own expertise and that of BuyerTenant’s consultants in purchasing the Subject Property Project and shall make an independent verification of the accuracy of any documents and information provided by SellerLandlord. Buyer Tenant will conduct such inspections and investigations of the Subject Property Project as Buyer Tenant deems necessary, including, but not limited to, the physical and environmental conditions thereof, and shall rely upon same. By failing to terminate this Agreement prior to the expiration of the Due Diligence Period, Buyer Tenant acknowledges that Seller Landlord has afforded Buyer Tenant a full opportunity to conduct such investigations of the Subject Property Project as Buyer Tenant deemed necessary to satisfy itself as to the condition of the Subject Property Project and the existence or non-existence or curative action to be taken with respect to any Hazardous Materials on or discharged from the Subject PropertyProject, and will rely solely upon same and not upon any information provided by or on behalf of Seller Landlord or its agents or employees with respect thereto, other than such representations, warranties and covenants of Seller as are expressly set forth in this Agreement. Upon Closingclosing of the sale of the Project, except to the extent expressly provided otherwise in this Agreement, Buyer Tenant shall assume the risk that adverse matters, including, but not limited to, adverse physical or construction defects or adverse environmental, health or safety conditions, may not have been revealed by XxxxxTenant’s inspection inspections and investigations. WITH EXCEPTION OF THOSE SELLER REPRESENTATIONS, GUARANTIES AND WARRANTIES PROVIDED IN THIS AGREEMENT, SELLER HEREBY SPECIFICALLY DISCLAIMS ANY WARRANTY, GUARANTY OR REPRESENTATION, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, OR CONCERNING (a) THE NATURE AND CONDITION OF THE SUBJECT PROPERTY, INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL, MINERALS AND GEOLOGY; (b) THE INCOME TO BE DERIVED FROM THE PROPERTY; (c) THE SUITABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES THAT BUYER MAY ELECT TO CONDUCT THEREON; (d) THE NATURE AND EXTENT OF ACCESS TO THE PROPERTY AND ANY RIGHTS-OF-WAY RELATING THERETO; (e) THE HABITABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTY; (f) THE COMPLIANCE OF THE PROPERTY OR ITS OPERATION WITH ANY LAWS, ORDINANCES OR REGULATIONS OF ANY GOVERNMENT OR OTHER BODY INCLUDING ENVIRONMENTAL LAWS; AND (g) ANY OTHER MATTER WITH RESPECT TO THE PROPERTY.

Sale “As Is, Where Is. Xxxxx Purchaser acknowledges and agrees that upon Closing, Seller shall sell and convey to Buyer Purchaser and Buyer Purchaser shall accept the Subject Property “AS IS. , WHERE IS. , WITH ALL FAULTS,” except to the extent expressly provided otherwise in this Agreement and any document executed by Seller and delivered to Buyer Purchaser at Closing. , Except as expressly set forth in this AgreementAgreement and any document executed by Seller and delivered to Purchaser at Closing, Xxxxx Purchaser has not relied and will not rely on, and Seller has not made and is not liable for or bound by, any express or implied warranties, guarantees, statements, representations or information pertaining to the Subject Property or relating thereto (including specifically, without limitation, Property information packages distributed with respect to the Property) made or furnished by Seller, or any property manager, real estate broker, agent or third party representing or purporting to represent Seller, to whoever whomever made or given, directly or indirectly, orally or in writing, Buyer . Purchaser represents that it is a knowledgeable, experienced and sophisticated purchaser of real estate and that, except as expressly set forth in this AgreementAgreement and any document executed by Seller and delivered to Purchaser at Closing, it is relying solely on its own expertise and that of BuyerPurchaser’s consultants in purchasing the Subject Property and shall make an independent verification of the accuracy of any documents and information provided by Seller. Buyer Purchaser will conduct such inspections and investigations of the Subject Property as Buyer Purchaser deems necessary, including, but not limited to, the physical and environmental conditions thereof, and shall rely upon same. By failing to terminate this Agreement prior to the expiration of the Due Diligence Inspection Period, Buyer Purchaser acknowledges that Seller has afforded Buyer Purchaser a full opportunity to conduct such investigations of the Subject Property as Buyer Purchaser deemed necessary to satisfy itself as to the condition of the Subject Property and the existence or non-existence or curative action to be taken with respect to any Hazardous Materials on or discharged from the Subject Property and any fact or condition existing regarding the presence of, testing for, or remediation of, mildew, mold or mold spores on the Property, and will rely solely upon same and not upon any information provided by or on behalf of Seller or its agents or employees with respect thereto, other than such representations, warranties and covenants of Seller as are expressly set forth in this AgreementAgreement and any document executed by Seller and delivered to Purchaser at Closing. Upon Closing, except to the extent expressly provided otherwise in this Agreement, Buyer Purchaser shall assume the risk that adverse matters, including, but not limited to, adverse physical or construction defects or adverse environmental, health or safety conditions, may not have been revealed by XxxxxPurchaser’s inspection inspections and investigations. WITH EXCEPTION OF THOSE SELLER REPRESENTATIONS, GUARANTIES AND WARRANTIES PROVIDED IN THIS AGREEMENT, SELLER HEREBY SPECIFICALLY DISCLAIMS ANY WARRANTY, GUARANTY OR REPRESENTATION, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, OR CONCERNING Purchaser hereby represents and warrants to Seller that: (a) THE NATURE AND CONDITION OF THE SUBJECT PROPERTY, INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL, MINERALS AND GEOLOGYPurchaser is represented by legal counsel in connection with the transaction contemplated by this Agreement; and (b) THE INCOME TO BE DERIVED FROM THE PROPERTY; (c) THE SUITABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES THAT BUYER MAY ELECT TO CONDUCT THEREON; (d) THE NATURE AND EXTENT OF ACCESS TO THE PROPERTY AND ANY RIGHTS-OF-WAY RELATING THERETO; (e) THE HABITABILITYPurchaser is purchasing the Property for business, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTY; (f) THE COMPLIANCE OF THE PROPERTY OR ITS OPERATION WITH ANY LAWScommercial, ORDINANCES OR REGULATIONS OF ANY GOVERNMENT OR OTHER BODY INCLUDING ENVIRONMENTAL LAWS; AND (g) ANY OTHER MATTER WITH RESPECT TO THE PROPERTYinvestment or other similar purpose and not for use as Purchaser’s residence. Purchaser waives any and all rights or remedies it may have or be entitled to, deriving from disparity in size or from any significant disparate bargaining position in relation to Seller.

Sale “As Is, Where Is. Xxxxx acknowledges Purchaser acknowledges, agrees, admits represents and agrees warrants to Seller that upon Closing, Seller shall sell and convey to Buyer Purchaser and Buyer Purchaser shall solely accept the Subject Property “from Seller " AS IS. , WHERE IS. , IN ITS PRESENT CONDITION AT CLOSING WITH ALL FAULTS,” ", except to the extent expressly provided otherwise in this Agreement Contract and any document executed by Seller and delivered to Buyer Purchaser at Closing. Except as expressly set forth in this AgreementContract, Xxxxx Purchaser acknowledges, agrees, admits, represents and warrants to Seller that Purchaser has not relied on and will shall not rely on, on and/or has not relied upon Seller and that Seller has not made and is not liable for or bound by, any express or implied warranties, guarantees, statements, representations or information pertaining to the Subject Property or relating thereto (including specifically, without limitation, Property information packages distributed with respect to the Property) made or furnished by Seller, Seller or any property manager, real estate broker, agent or third party representing or purporting to represent Seller, to whoever whomever made or given, directly or indirectly, whether orally or in writing. Purchaser acknowledges, Buyer agrees, admits, represents and warrants to Seller that it is a knowledgeable, experienced and sophisticated purchaser of real estate and that, except as expressly set forth in this Agreement, it is relying solely on its own expertise and that of Buyer’s consultants in purchasing the Subject Property and shall make an independent verification of the accuracy of any documents and information provided by Seller. Buyer Purchaser has conducted or will conduct such inspections and investigations of the Subject Property as Buyer Purchaser deems necessary, including, but not limited to, the physical and environmental conditions thereof, and Purchaser shall solely rely upon samePurchaser's own investigation of the Property. By failing to terminate this Agreement prior to the expiration of the Due Diligence PeriodInspection Period described in Section 10 of this Contract, Buyer acknowledges Xxxxx acknowledges, agrees, admits, represents and warrants to Seller, that Seller has afforded Buyer Purchaser a full opportunity to conduct such inspections and investigations of the Subject Property as Buyer Purchaser deemed necessary to satisfy itself Purchaser as to the condition of the Subject Property and the existence or non-existence or curative action to be taken with respect to any Hazardous Materials hazardous materials on or discharged from the Subject Property, and will Purchaser shall solely rely solely upon same and not upon any information provided to Purchaser, if any, by or on behalf of Seller or its agents or employees with respect thereto, other than such representations, warranties and covenants of Seller as are expressly set forth in this Agreement. Upon Closing, except to the extent expressly provided otherwise in this Agreement, Buyer shall assume the risk that adverse matters, including, but not limited to, adverse physical or construction defects or adverse environmental, health or safety conditions, may not have been revealed by Xxxxx’s inspection and investigations. WITH EXCEPTION OF THOSE SELLER REPRESENTATIONS, GUARANTIES AND WARRANTIES PROVIDED IN THIS AGREEMENT, SELLER HEREBY SPECIFICALLY DISCLAIMS ANY WARRANTY, GUARANTY OR REPRESENTATION, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, OR CONCERNING (a) THE NATURE AND CONDITION OF THE SUBJECT PROPERTY, INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL, MINERALS AND GEOLOGY; (b) THE INCOME TO BE DERIVED FROM THE PROPERTY; (c) THE SUITABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES THAT BUYER MAY ELECT TO CONDUCT THEREON; (d) THE NATURE AND EXTENT OF ACCESS TO THE PROPERTY AND ANY RIGHTS-OF-WAY RELATING THERETO; (e) THE HABITABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTY; (f) THE COMPLIANCE OF THE PROPERTY OR ITS OPERATION WITH ANY LAWS, ORDINANCES OR REGULATIONS OF ANY GOVERNMENT OR OTHER BODY INCLUDING ENVIRONMENTAL LAWS; AND (g) ANY OTHER MATTER WITH RESPECT TO THE PROPERTYContract.

Sale “As Is, Where Is. Xxxxx Purchaser acknowledges and agrees that upon Closing, Seller shall sell and convey to Buyer Purchaser and Buyer Purchaser shall accept the Subject Property “AS IS. , WHERE IS. , WITH ALL FAULTS,.” except to the extent expressly provided otherwise in this Agreement and any document executed by Seller and delivered to Buyer at Closing. Except as expressly set forth in this Agreement, Xxxxx Purchaser has not relied and will not rely on, and Seller has not made and is not liable for or bound by, any express or implied warranties, guarantees, statements, representations or information pertaining to the Subject Property or relating thereto (including specifically, without limitation, Property information packages distributed with respect to the Property) made or furnished by Seller, or any property manager, real estate broker, agent or third party representing or purporting to represent Seller, to whoever whomever made or given, directly or indirectly, orally or in writing, Buyer . Purchaser represents that it is a knowledgeable, experienced and sophisticated purchaser of real estate and that, except as expressly set forth in this Agreement, it is relying solely on its own expertise and that of BuyerPurchaser’s consultants in purchasing the Subject Property and shall make an independent verification of the accuracy of any documents and information provided by Seller. Buyer Purchaser has conducted or will conduct such inspections and investigations of the Subject Property as Buyer Purchaser deems necessary, including, but not limited to, the physical and environmental conditions thereof, and shall rely upon same. By failing to terminate this Agreement prior to the expiration of the Due Diligence Inspection Period, Buyer Purchaser acknowledges that Seller has afforded Buyer Purchaser a full opportunity to conduct such investigations of the Subject Property as Buyer Purchaser deemed necessary to satisfy itself as to the condition of the Subject Property and the existence or non-existence or curative action to be taken with respect to any Hazardous Materials on or discharged from the Subject Property, and will rely solely upon same and not upon any information provided by or on behalf of Seller or its agents or employees with respect thereto, other than such representations, warranties and covenants of Seller as are expressly set forth in this Agreement. Upon Closing, except to the extent expressly provided otherwise in this Agreement, Buyer Purchaser shall assume the risk that adverse matters, including, but not limited to, adverse physical or construction defects or adverse environmental, health or safety conditions, may not have been revealed by XxxxxPurchaser’s inspection inspections and investigations. WITH EXCEPTION OF THOSE SELLER REPRESENTATIONSPurchaser hereby represents and warrants to Seller that: (a) Purchaser is represented by legal counsel in connection with the transaction contemplated by this Agreement; and (b) Purchaser is purchasing the Property for business, GUARANTIES AND WARRANTIES PROVIDED IN THIS AGREEMENTcommercial, investment or other similar purpose and not for use as Purchaser’s residence. Purchaser waives any and all rights or remedies it may have or be entitled to, deriving from disparity in size or from any significant disparate bargaining position in relation to Seller. EXCEPT AS SET FORTH HEREIN, SELLER HEREBY SPECIFICALLY DISCLAIMS ANY WARRANTY, GUARANTY OR REPRESENTATIONGUARANTY, ORAL OR WRITTEN, PASTEXPRESS OR IMPLIED OR ARISING BY OPERATION OF LAW OR OTHERWISE, PRESENT OR FUTURE, OF, AS TO, OR CONCERNING (a) THE NATURE AND CONDITION OF THE SUBJECT PROPERTY, INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL, MINERALS AND GEOLOGY; (b) THE INCOME TO BE DERIVED FROM THE PROPERTY; (c) THE SUITABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES THAT BUYER MAY ELECT TO CONDUCT THEREON; (d) THE NATURE AND EXTENT OF ACCESS TO THE PROPERTY AND ANY RIGHTS-OF-WAY RELATING THERETO; (e) THE HABITABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTY; (f) THE COMPLIANCE OF THE PROPERTY OR ITS OPERATION WITH ANY LAWS, ORDINANCES OR REGULATIONS OF ANY GOVERNMENT OR OTHER BODY INCLUDING ENVIRONMENTAL LAWS; AND (g) ANY OTHER MATTER WITH RESPECT TO THE PROPERTY.

Sale “As Is, Where Is. Xxxxx The Association acknowledges and agrees that upon Closingthe date hereof, Seller shall sell has conveyed to the Association and convey to Buyer and Buyer shall accept the Subject Association has accepted, the Association Property (defined below), “AS IS. , WHERE IS. , WITH ALL FAULTS,” except to the extent expressly provided otherwise in this Agreement and any document executed by Seller and delivered to Buyer at Closing”. Except as expressly set forth in this Agreement, Xxxxx The Association has not relied and will not rely on, and Seller has not made and is not liable for or bound by, any express or implied warranties, guarantees, statements, representations or information pertaining to the Subject Association Property or relating thereto (including specifically, without limitation, information packages distributed with respect to the Association Property) made or furnished by Seller, or any property manager, real estate broker, agent or third party representing or purporting to represent Seller, to whoever whomever made or given, directly or indirectly, orally or in writing, Buyer . The Association represents that it is a knowledgeable, experienced and sophisticated purchaser of real estate and that, except as expressly set forth in this Agreement, it is relying solely on its own expertise and that of Buyerthe Association’s consultants in purchasing acquiring the Subject Association Property and shall make an independent verification of the accuracy of any documents and information provided by Seller. Buyer will conduct The Association has conducted such inspections and investigations of the Subject Association Property as Buyer the Association deems necessary, including, but not limited to, the physical and environmental conditions thereof, and shall rely upon same. By failing to terminate this Agreement prior to the expiration of the Due Diligence Period, Buyer The Association acknowledges that Seller has afforded Buyer the Association a full opportunity to conduct such investigations of the Subject Association Property as Buyer the Association deemed necessary to satisfy itself as to the condition of the Subject Association Property and the existence or non-existence or curative action to be taken with respect to any Hazardous Materials on or discharged from the Subject Association Property, and will rely solely upon same and not upon any information provided by or on behalf of Seller or its agents or employees with respect thereto. As of the date hereof, other than such representations, warranties and covenants of Seller as are expressly set forth in this Agreement. Upon Closing, except to the extent expressly provided otherwise in this Agreement, Buyer Association shall assume the risk that adverse matters, including, but not limited to, adverse physical or construction defects or adverse environmental, health or safety conditions, may not have been revealed by Xxxxxthe Association’s inspection inspections and investigations. WITH EXCEPTION OF THOSE SELLER REPRESENTATIONSFor purposes of this Disclaimer and Release, GUARANTIES AND WARRANTIES PROVIDED IN THIS AGREEMENT, SELLER HEREBY SPECIFICALLY DISCLAIMS ANY WARRANTY, GUARANTY OR REPRESENTATION, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, OR CONCERNING (a) THE NATURE AND CONDITION OF THE SUBJECT PROPERTY, INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL, MINERALS AND GEOLOGY; (b) THE INCOME TO BE DERIVED FROM THE PROPERTY; (c) THE SUITABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES THAT BUYER MAY ELECT TO CONDUCT THEREON; (d) THE NATURE AND EXTENT OF ACCESS TO THE PROPERTY AND ANY RIGHTS-OF-WAY RELATING THERETO; (e) THE HABITABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTY; (f) THE COMPLIANCE OF THE PROPERTY OR ITS OPERATION WITH ANY LAWS, ORDINANCES OR REGULATIONS OF ANY GOVERNMENT OR OTHER BODY INCLUDING ENVIRONMENTAL LAWS; AND (g) ANY OTHER MATTER WITH RESPECT TO THE PROPERTYthe “Association Property” means so much of the Seller Land as is included in the Recreation Lot.

Sale “As Is, Where Is. Xxxxx Buyer acknowledges and agrees that upon Closing, Seller shall sell and convey to Buyer and Buyer shall accept the Subject Property “AS IS. , WHERE IS. , WITH ALL FAULTS,” except to the extent expressly provided otherwise in this Agreement and any document executed by Seller and delivered to Buyer at Closing. Except as expressly set forth in this Agreement, Xxxxx Buyer has not relied and will not rely on, and Seller has have not made and is are not liable for or bound by, any express or implied warranties, guarantees, statements, representations or information pertaining to the Subject Property or relating thereto (including specifically, without limitation, Property information packages distributed with respect to the Property) made or furnished by Seller, or any property manager, real estate broker, agent or third party representing or purporting to represent Seller, to whoever whomever made or given, directly or indirectly, orally or in writing, . Buyer represents that it is a knowledgeable, experienced and sophisticated purchaser of real estate and that, except as expressly set forth in this Agreement, it is relying solely on its own expertise and that of Buyer’s consultants in purchasing the Subject Property and shall make an independent verification of the accuracy of any documents and information provided by Seller. Buyer will conduct such inspections and investigations of the Subject Property as Buyer deems necessary, including, but not limited to, the physical and environmental conditions thereof, and shall rely upon same. By failing to terminate this Agreement prior to the expiration of the Due Diligence Inspection Period, Buyer acknowledges that Seller has afforded Buyer a full opportunity to conduct such investigations of the Subject Property as Buyer deemed necessary to satisfy itself as to the condition of the Subject Property and the existence or non-existence or curative action to be taken with respect to any Hazardous Materials on or discharged from the Subject Property, and will rely solely upon same and not upon any information provided by or on behalf of Seller or its agents or employees with respect thereto, other than such representations, warranties and covenants of Seller as are expressly set forth in this Agreement. Upon Closing, except to the extent expressly provided otherwise in this Agreement, Buyer shall assume the risk that adverse matters, including, but not limited to, adverse physical or construction defects or adverse environmental, health or safety conditions, may not have been revealed by XxxxxBuyer’s inspection inspections and investigations. WITH EXCEPTION OF THOSE SELLER REPRESENTATIONS, GUARANTIES AND WARRANTIES PROVIDED IN THIS AGREEMENT, SELLER HEREBY SPECIFICALLY DISCLAIMS ANY WARRANTY, GUARANTY OR REPRESENTATION, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, OR CONCERNING (a) THE NATURE AND CONDITION OF THE SUBJECT PROPERTY, INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL, MINERALS AND GEOLOGY; (b) THE INCOME TO BE DERIVED FROM THE PROPERTY; (c) THE SUITABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES THAT BUYER MAY ELECT TO CONDUCT THEREON; (d) THE NATURE AND EXTENT OF ACCESS TO THE PROPERTY AND ANY RIGHTS-OF-WAY RELATING THERETO; (e) THE HABITABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTY; (f) THE COMPLIANCE OF THE PROPERTY OR ITS OPERATION WITH ANY LAWS, ORDINANCES OR REGULATIONS OF ANY GOVERNMENT OR OTHER BODY INCLUDING ENVIRONMENTAL LAWS; AND (g) ANY OTHER MATTER WITH RESPECT TO THE PROPERTY.

Sale “As Is, Where Is. Xxxxx Purchaser acknowledges and agrees that upon Closing, Seller shall sell and convey to Buyer Purchaser and Buyer Purchaser shall accept the Subject Property Membership Interests and all beneficial interests arising therefrom “AS IS. , WHERE IS. , WITH ALL FAULTS,” except to the extent expressly provided otherwise in this Agreement and any document executed by Seller and delivered to Buyer Purchaser at Closing. Except as expressly set forth in this AgreementAgreement or such Closing documents, Xxxxx Purchaser has not relied and will not rely on, and Seller has not made and is not liable for or bound by, any express or implied warranties, guarantees, statements, representations or information pertaining to the Subject Membership Interests, the Property or relating thereto (including specifically, without limitation, Property information packages distributed with respect to the Property) made or furnished by Seller, or any property manager, real estate broker, financial advisor, agent or third party representing or purporting to represent Seller, to whoever whomever made or given, directly or indirectly, orally or in writing, Buyer . Purchaser represents that it is a knowledgeable, experienced and sophisticated purchaser of real estate and that, except as expressly set forth in this Agreement, it is relying solely on its own expertise and that of BuyerPurchaser’s consultants in purchasing the Subject Property Membership Interests and shall make an independent verification of the accuracy of any documents and information provided by Seller. Buyer Purchaser will conduct such inspections and investigations of the Subject Membership Interests and the Property as Buyer Purchaser deems necessary, including, but not limited to, the physical and environmental conditions thereofof the Property, and shall rely upon same. By failing to terminate this Agreement prior to the expiration of the Due Diligence Inspection Period, Buyer Purchaser acknowledges that Seller has afforded Buyer Purchaser a full opportunity to conduct such investigations of the Subject Membership Interests and the Property as Buyer Purchaser deemed necessary to satisfy itself as to the Membership Interests and the condition of the Subject Property and the existence or non-existence or curative action to be taken with respect to any Hazardous Materials on or discharged from the Subject Property, and will rely solely upon same and not upon any information provided by or on behalf of Seller or its agents or employees with respect thereto, other than such representations, warranties and covenants of Seller as are expressly set forth in this Agreement. Upon Closing, except to the extent expressly provided otherwise in this Agreement, Buyer Purchaser shall assume the risk that adverse matters, including, but not limited to, adverse physical or construction defects or adverse environmental, health or safety conditions, may not have been revealed by XxxxxPurchaser’s inspection inspections and investigations. WITH EXCEPTION OF THOSE SELLER REPRESENTATIONS, GUARANTIES AND WARRANTIES PROVIDED IN THIS AGREEMENT, SELLER HEREBY SPECIFICALLY DISCLAIMS ANY WARRANTY, GUARANTY OR REPRESENTATION, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, OR CONCERNING Purchaser hereby represents and warrants to Seller that: (a) THE NATURE AND CONDITION OF THE SUBJECT PROPERTY, INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL, MINERALS AND GEOLOGYPurchaser is represented by legal counsel in connection with the transaction contemplated by this Agreement; and (b) THE INCOME TO BE DERIVED FROM THE PROPERTY; (c) THE SUITABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES THAT BUYER MAY ELECT TO CONDUCT THEREON; (d) THE NATURE AND EXTENT OF ACCESS TO THE PROPERTY AND ANY RIGHTS-OF-WAY RELATING THERETO; (e) THE HABITABILITYPurchaser is purchasing the Membership Interests for business, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTY; (f) THE COMPLIANCE OF THE PROPERTY OR ITS OPERATION WITH ANY LAWScommercial, ORDINANCES OR REGULATIONS OF ANY GOVERNMENT OR OTHER BODY INCLUDING ENVIRONMENTAL LAWS; AND (g) ANY OTHER MATTER WITH RESPECT TO THE PROPERTYinvestment or other similar purpose. Purchaser waives any and all rights or remedies it may have or be entitled to, deriving from disparity in size or from any significant disparate bargaining position in relation to Seller.

Sale “As Is, Where Is. Xxxxx Purchaser acknowledges and agrees that upon Closing, Seller shall sell and convey to Buyer Purchaser and Buyer Purchaser shall accept the Subject Property “AS IS. , WHERE IS. , WITH ALL FAULTS,” except to the extent expressly provided otherwise in this Agreement Contract or the Deed to be executed by Seller at Closing and any other document to be executed by Seller and delivered to Buyer Purchaser at Closing. Except as expressly set forth in this AgreementContract, Xxxxx Purchaser has not relied and will not rely on, and Seller has not made and is not liable for or bound by, any express or implied warranties, guarantees, statements, representations or information pertaining to the Subject Property or relating thereto (including specifically, without limitation, information packages distributed with respect to the Property) made or furnished by Seller, the asset manager of the Property, or any property manager, real estate broker, agent or third party representing or purporting to represent Seller, to whoever whomever made or given, directly or indirectly, orally or in writing, Buyer . Purchaser represents that it is a knowledgeable, experienced and sophisticated purchaser of real estate and that, except as expressly set forth in this AgreementContract, it is relying solely on its own expertise and that of BuyerPurchaser’s consultants in purchasing the Subject Property and shall make an independent verification of the accuracy of any documents and information provided by Seller. Buyer Purchaser will conduct such inspections and investigations of the Subject Property as Buyer Purchaser deems necessary, including, but not limited to, the physical and environmental conditions thereof, and shall rely upon same. By failing to terminate this Agreement Contract prior to the expiration of the Due Diligence PeriodTermination Date, Buyer Purchaser acknowledges that Seller has afforded Buyer Purchaser a full opportunity to conduct such investigations of the Subject Property as Buyer Purchaser deemed necessary to satisfy itself as to the condition of the Subject Property and the existence or non-existence or curative action to be taken with respect to any Hazardous Materials on or discharged from the Subject Property, and will rely solely upon same and not upon any information provided by or on behalf of Seller or its agents or employees with respect thereto, other than such representations, warranties and covenants of Seller as are expressly set forth in this AgreementContract or the Deed to be executed by Seller at Closing and any other document to be executed by Seller and delivered to Purchaser at Closing. Upon Closing, except to the extent expressly provided otherwise in this AgreementContract or the Deed to be executed by Seller at Closing and any other documents to be executed by Seller and delivered to Purchaser at Closing, Buyer Purchaser shall assume the risk that adverse matters, including, but not limited to, adverse physical or construction defects or adverse environmental, health or safety conditions, may not have been revealed by XxxxxPurchaser’s inspection inspections and investigations. WITH EXCEPTION OF THOSE SELLER REPRESENTATIONS, GUARANTIES AND WARRANTIES PROVIDED IN THIS AGREEMENT, SELLER HEREBY SPECIFICALLY DISCLAIMS ANY WARRANTY, GUARANTY OR REPRESENTATION, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, OR CONCERNING (a) THE NATURE AND CONDITION OF THE SUBJECT PROPERTY, INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL, MINERALS AND GEOLOGY; (b) THE INCOME TO BE DERIVED FROM THE PROPERTY; (c) THE SUITABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES THAT BUYER MAY ELECT TO CONDUCT THEREON; (d) THE NATURE AND EXTENT OF ACCESS TO THE PROPERTY AND ANY RIGHTS-OF-WAY RELATING THERETO; (e) THE HABITABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTY; (f) THE COMPLIANCE OF THE PROPERTY OR ITS OPERATION WITH ANY LAWS, ORDINANCES OR REGULATIONS OF ANY GOVERNMENT OR OTHER BODY INCLUDING ENVIRONMENTAL LAWS; AND (g) ANY OTHER MATTER WITH RESPECT TO THE PROPERTY.

Sale “As Is, Where Is. Xxxxx Purchaser acknowledges and agrees that upon Closing, Seller shall sell and convey to Buyer Purchaser and Buyer Purchaser shall accept the Subject Property “AS IS. , WHERE IS. , WITH ALL FAULTS,” except to the extent expressly provided otherwise in this Agreement and any document executed by Seller and delivered to Buyer Purchaser at Closing. Except as expressly set forth in this AgreementAgreement or such Closing documents, Xxxxx Purchaser has not relied and will not rely on, and Seller has not made and is not liable for or bound by, any express or implied warranties, guarantees, statements, representations or information pertaining to the Subject Property or relating thereto (including specifically, without limitation, Property information packages distributed with respect to the Property) made or furnished by Seller, or any property manager, real estate broker, financial advisor, agent or third party representing or purporting to represent Seller, to whoever whomever made or given, directly or indirectly, orally or in writing, Buyer . Purchaser represents that it is a knowledgeable, experienced and sophisticated purchaser of real estate and that, except as expressly set forth in this Agreement, it is relying solely on its own expertise and that of BuyerPurchaser’s consultants in purchasing the Subject Property and shall make an independent verification of the accuracy of any documents and information provided by Seller. Buyer Purchaser will conduct such inspections and investigations of the Subject Property as Buyer Purchaser deems necessary, including, but not limited to, the physical and environmental conditions thereof, and shall rely upon same. By failing to terminate this Agreement prior to the expiration of the Due Diligence Inspection Period, Buyer Purchaser acknowledges that Seller has afforded Buyer Purchaser a full opportunity to conduct such investigations of the Subject Property as Buyer Purchaser deemed necessary to satisfy itself as to the condition of the Subject Property and the existence or non-existence or curative action to be taken with respect to any Hazardous Materials on or discharged from the Subject Property, and will rely solely upon same and not upon any information provided by or on behalf of Seller or its agents or employees with respect thereto, other than such representations, warranties and covenants of Seller as are expressly set forth in this Agreement. Upon Closing, except to the extent expressly provided otherwise in this Agreement, Buyer Purchaser shall assume the risk that adverse matters, including, but not limited to, adverse physical or construction defects or adverse environmental, health or safety conditions, may not have been revealed by XxxxxPurchaser’s inspection inspections and investigations. WITH EXCEPTION OF THOSE SELLER REPRESENTATIONS, GUARANTIES AND WARRANTIES PROVIDED IN THIS AGREEMENT, SELLER HEREBY SPECIFICALLY DISCLAIMS ANY WARRANTY, GUARANTY OR REPRESENTATION, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, OR CONCERNING Purchaser hereby represents and warrants to Seller that: (a) THE NATURE AND CONDITION OF THE SUBJECT PROPERTY, INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL, MINERALS AND GEOLOGYPurchaser is represented by legal counsel in connection with the transaction contemplated by this Agreement; and (b) THE INCOME TO BE DERIVED FROM THE PROPERTY; (c) THE SUITABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES THAT BUYER MAY ELECT TO CONDUCT THEREON; (d) THE NATURE AND EXTENT OF ACCESS TO THE PROPERTY AND ANY RIGHTS-OF-WAY RELATING THERETO; (e) THE HABITABILITYPurchaser is purchasing the Property for business, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTY; (f) THE COMPLIANCE OF THE PROPERTY OR ITS OPERATION WITH ANY LAWScommercial, ORDINANCES OR REGULATIONS OF ANY GOVERNMENT OR OTHER BODY INCLUDING ENVIRONMENTAL LAWS; AND (g) ANY OTHER MATTER WITH RESPECT TO THE PROPERTYinvestment or other similar purpose and not for use as Purchaser’s residence. Purchaser waives any and all rights or remedies it may have or be entitled to, deriving from disparity in size or from any significant disparate bargaining position in relation to Seller.

Sale “As Is, Where Is. Xxxxx Purchaser acknowledges and agrees that upon Closing, Seller shall sell and convey to Buyer Purchaser and Buyer Purchaser shall accept the Subject Property “AS IS. , WHERE IS. , WITH ALL FAULTS,” except to the extent expressly provided otherwise in this Agreement and any document executed by Seller and delivered to Buyer Purchaser at Closing. Except as expressly set forth in this Agreement, Xxxxx Purchaser has not relied and will not rely on, and Seller has not made and is not liable for or bound by, any express or implied warranties, guarantees, statements, representations or information pertaining to the Subject Property or relating thereto (including specifically, without limitation, Property information packages distributed with respect to the Property) made or furnished by Seller, or any property manager, real estate broker, agent or third party representing or purporting to represent Seller, to whoever whomever made or given, directly or indirectly, orally or in writing, Buyer . Purchaser represents that it is a knowledgeable, experienced and sophisticated purchaser of real estate and that, except as expressly set forth in this Agreement, it is relying solely on its own expertise and that of BuyerPurchaser’s consultants in purchasing the Subject Property and shall make an independent verification of the accuracy of any documents and information provided by Seller. Buyer Purchaser will conduct such inspections and investigations of the Subject Property as Buyer Purchaser deems necessary, including, but not limited to, the physical and environmental conditions thereof, and shall rely upon same. By failing to terminate this Agreement prior to the expiration of the Due Diligence Period, Buyer same- Purchaser acknowledges that Seller has afforded Buyer Purchaser a full opportunity to conduct such investigations of the Subject Property as Buyer Purchaser deemed necessary to satisfy itself as to the condition of the Subject Property and the existence or non-existence or curative action to be taken with respect to any Hazardous Materials on or discharged from the Subject Property, and will rely solely upon same and not upon any information provided by or on behalf of Seller or its agents or employees with respect thereto, other than such representations, warranties and covenants of Seller as are expressly set forth in this Agreement. Upon Closing, except to the extent expressly provided otherwise in this Agreement, Buyer Purchaser shall assume the risk that adverse matters, including, but not limited to, adverse physical or construction defects or adverse environmental, health or safety conditions, may not have been revealed by XxxxxPurchaser’s inspection inspections and investigations. WITH EXCEPTION OF THOSE SELLER REPRESENTATIONS, GUARANTIES AND WARRANTIES PROVIDED IN THIS AGREEMENT, SELLER HEREBY SPECIFICALLY DISCLAIMS ANY WARRANTY, GUARANTY OR REPRESENTATION, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, OR CONCERNING Purchaser hereby represents and warrants to Seller that: (a) THE NATURE AND CONDITION OF THE SUBJECT PROPERTY, INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL, MINERALS AND GEOLOGYPurchaser is represented by legal counsel in connection with the transaction contemplated by this Agreement; and (b) THE INCOME TO BE DERIVED FROM THE PROPERTY; (c) THE SUITABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES THAT BUYER MAY ELECT TO CONDUCT THEREON; (d) THE NATURE AND EXTENT OF ACCESS TO THE PROPERTY AND ANY RIGHTS-OF-WAY RELATING THERETO; (e) THE HABITABILITYPurchaser is purchasing the Property for business, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTY; (f) THE COMPLIANCE OF THE PROPERTY OR ITS OPERATION WITH ANY LAWScommercial, ORDINANCES OR REGULATIONS OF ANY GOVERNMENT OR OTHER BODY INCLUDING ENVIRONMENTAL LAWS; AND (g) ANY OTHER MATTER WITH RESPECT TO THE PROPERTYinvestment or other similar purpose and not for use as Purchaser’s residence. Purchaser waives any and all rights or remedies it may have or be entitled to, deriving from disparity in size or from any significant disparate bargaining position in relation to Seller.

Sale “As Is, Where Is. Xxxxx Purchaser acknowledges and agrees that upon Closing, Seller shall sell and convey to Buyer Purchaser and Buyer Purchaser shall accept the Subject Property Properties “AS IS. , WHERE IS. , WITH ALL FAULTS,” except to the extent exlent expressly provided otherwise in this Agreement and any document executed by Seller and delivered to Buyer Purchaser at Closing. Except as expressly set forth in this Agreement, Xxxxx Purchaser has not relied and will not rely on, and Seller has Sellers have not made and is are not liable for or bound by, any express or implied warranties, guarantees, statements, representations or information pertaining to the Subject Property or relating thereto (including specifically, without limitation, Property information packages distributed with respect to the Properties) made or furnished by SellerSellers, or any property manager, real estate broker, agent or third party representing or purporting to represent SellerSellers, to whoever whomever made or given, directly or indirectly, orally or in writing, Buyer . Purchaser represents that it is a knowledgeable, experienced and sophisticated purchaser of real estate and that, except as expressly set forth in this Agreement, it is relying solely on its own expertise and that of Buyerpurchaser’s consultants in purchasing the Subject Property Properties and shall make an independent verification of the accuracy of any documents and information provided by SellerSellers. Buyer Purchaser will conduct such inspections and investigations of the Subject Property Properties as Buyer Purchaser deems necessary, including, but not limited to, the physical and environmental conditions thereof, and shall rely upon same. By failing to terminate this Agreement prior to the expiration of the Due Diligence Inspection Period, Buyer Purchaser acknowledges that Seller has Sellers have afforded Buyer Purchaser a full opportunity to conduct such investigations of the Subject Property Properties as Buyer Purchaser deemed necessary to satisfy itself as to the condition of the Subject Property Properties and the existence or non-existence or curative action to be taken with respect to any Hazardous Materials Hazadous Materiels on or discharged from the Subject PropertyProperties, and will rely solely upon same and not upon any information provided by or on behalf of Seller Sellers or its their agents or employees with respect thereto, other than such representations, warranties and covenants of Seller Sellers as are expressly set forth in this Agreement. Upon Closing, except to the extent expressly provided otherwise in this Agreement, Buyer Purchaser shall assume the risk that adverse matters, including, but not limited to, adverse physical or construction defects or adverse environmental, health or safety safely conditions, may not have been revealed by XxxxxPurchaser’s inspection inspections and investigations. WITH EXCEPTION OF THOSE SELLER REPRESENTATIONS, GUARANTIES AND WARRANTIES PROVIDED IN THIS AGREEMENT, SELLER HEREBY SPECIFICALLY DISCLAIMS ANY WARRANTY, GUARANTY OR REPRESENTATION, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, OR CONCERNING Purchaser hereby represents and warrants to Sellers that: (a) THE NATURE AND CONDITION OF THE SUBJECT PROPERTY, INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL, MINERALS AND GEOLOGYPurchaser is represented by legal counsel in connection with the transaction contemplated by this Agreement; and (b) THE INCOME TO BE DERIVED FROM THE PROPERTY; (c) THE SUITABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES THAT BUYER MAY ELECT TO CONDUCT THEREON; (d) THE NATURE AND EXTENT OF ACCESS TO THE PROPERTY AND ANY RIGHTS-OF-WAY RELATING THERETO; (e) THE HABITABILITYPurchaser is purchasing the Properties for business, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTY; (f) THE COMPLIANCE OF THE PROPERTY OR ITS OPERATION WITH ANY LAWScommercial, ORDINANCES OR REGULATIONS OF ANY GOVERNMENT OR OTHER BODY INCLUDING ENVIRONMENTAL LAWS; AND (g) ANY OTHER MATTER WITH RESPECT TO THE PROPERTYinvestment or other similer purpose and not for use as Purchaser’s residence. Purchaser waives any and all rights or remedies it may have or be entitled to, deriving from disparity in size or from any significant disparate bargaining position in relation to Sellers.

Sale “As Is, Where Is. Xxxxx Purchaser acknowledges and agrees that upon Closing, Seller shall sell and convey to Buyer Purchaser and Buyer Purchaser shall accept the Subject Property “AS IS. , WHERE IS. , WITH ALL FAULTS,” except to the extent expressly provided otherwise in this Agreement and any document executed by Seller and delivered to Buyer Purchaser at Closing. Except as expressly set forth in this Agreement, Xxxxx Purchaser has not relied and will not rely on, and Seller has not made and is not liable for or bound by, any express or implied warranties, guarantees, statements, representations or information pertaining to the Subject Property or relating thereto (including specifically, without limitation, Property information packages distributed with respect to the Property) made or furnished by Seller, or any property manager, real estate broker, agent or third party representing or purporting to represent Seller, to whoever whomever made or given, directly or indirectly, orally or in writing, Buyer . Purchaser represents that it is a knowledgeable, experienced and sophisticated purchaser of real estate and that, except as expressly set forth in this Agreement, it is relying solely on its own expertise and that of BuyerPurchaser’s consultants in purchasing the Subject Property and shall shall, to the extent reasonably possible, make an independent verification of the accuracy of any documents and information provided by Seller. Buyer Purchaser will conduct such inspections and investigations of the Subject Property as Buyer Purchaser deems necessary, including, but not limited to, the physical and environmental conditions thereof, and shall rely upon same. By failing to terminate this Agreement prior to the expiration of the Due Diligence Inspection Period, Buyer Purchaser acknowledges that Seller has afforded Buyer Purchaser a full opportunity to conduct such investigations of the Subject Property as Buyer Purchaser deemed necessary to satisfy itself as to the condition of the Subject Property and the existence or non-existence or curative action to be taken with respect to any Hazardous Materials on or discharged from the Subject Property, and will rely solely upon same and not upon any information provided by or on behalf of Seller or its agents or employees with respect thereto, other than such representations, warranties and covenants of Seller as are expressly set forth in this Agreement. Upon Closing, except to the extent expressly provided otherwise in this Agreement, Buyer Purchaser shall assume the risk that adverse matters, including, but not limited to, adverse physical or construction defects or adverse environmental, health or safety conditions, may not have been revealed by XxxxxPurchaser’s inspection inspections and investigations. WITH EXCEPTION OF THOSE SELLER REPRESENTATIONS, GUARANTIES AND WARRANTIES PROVIDED IN THIS AGREEMENT, SELLER HEREBY SPECIFICALLY DISCLAIMS ANY WARRANTY, GUARANTY OR REPRESENTATION, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, OR CONCERNING Purchaser hereby represents and warrants to Seller that: (a) THE NATURE AND CONDITION OF THE SUBJECT PROPERTY, INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL, MINERALS AND GEOLOGYPurchaser is represented by legal counsel in connection with the transaction contemplated by this Agreement; and (b) THE INCOME TO BE DERIVED FROM THE PROPERTY; (c) THE SUITABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES THAT BUYER MAY ELECT TO CONDUCT THEREON; (d) THE NATURE AND EXTENT OF ACCESS TO THE PROPERTY AND ANY RIGHTS-OF-WAY RELATING THERETO; (e) THE HABITABILITYPurchaser is purchasing the Property for business, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTY; (f) THE COMPLIANCE OF THE PROPERTY OR ITS OPERATION WITH ANY LAWScommercial, ORDINANCES OR REGULATIONS OF ANY GOVERNMENT OR OTHER BODY INCLUDING ENVIRONMENTAL LAWS; AND (g) ANY OTHER MATTER WITH RESPECT TO THE PROPERTYinvestment or other similar purpose and not for use as Purchaser’s residence. Purchaser waives any and all rights or remedies it may have or be entitled to, deriving from disparity in size or from any significant disparate bargaining position in relation to Seller.

Sale “As Is, Where Is. Xxxxx Tenant acknowledges and agrees that upon Closingif Landlord sells the Building to Tenant pursuant to this Section, Seller shall sell and convey to Buyer and Buyer Tenant shall accept the Subject Property Building “AS AS-IS. , WHERE IS. , WITH ALL FAULTS,.” except to the extent expressly provided otherwise in this Agreement and any document executed by Seller and delivered to Buyer at Closing. Except as expressly set forth in this Agreement, Xxxxx Tenant has not relied and will not rely on, and Seller Landlord has not made and is not liable for or bound by, any express or implied warranties, guarantees, statements, representations or information pertaining to the Subject Property Building or relating thereto (including specifically, without limitation, property information packages distributed with respect to the Building) made or furnished by SellerLandlord, Landlord's asset manager of the Building, or any property manager, real estate broker, agent or third party representing or purporting to represent SellerLandlord, to whoever whomever made or given, directly or indirectly, orally or in writing, Buyer . Tenant represents that it is a knowledgeable, experienced and sophisticated purchaser of real estate and that, except as expressly set forth in this Agreement, it is relying solely on its own expertise and that of Buyer’s Tenant's consultants in purchasing the Subject Property Building and shall make an independent verification of the accuracy of any documents and information provided by SellerLandlord. Buyer Tenant will conduct such inspections and investigations of the Subject Property Building as Buyer Tenant deems necessary, including, but not limited to, the physical and environmental conditions thereof, and shall rely upon same. By failing to terminate this Agreement prior to the expiration of the Due Diligence Period, Buyer Tenant acknowledges that Seller Landlord has afforded Buyer Tenant a full opportunity to conduct such investigations of the Subject Property Building as Buyer Tenant deemed necessary to satisfy itself as to of the condition of the Subject Property Building and the existence or non-existence or of curative action to be taken with respect to any Hazardous Materials on or discharged from the Subject PropertyBuilding, and will rely solely upon same and not upon any information provided by or on behalf of Seller Landlord or its agents or employees with respect thereto, other than such representations, warranties and covenants of Seller as are expressly set forth in this Agreement. Upon Closingclosing of the sale of the Building, except to the extent expressly provided otherwise in this Agreement, Buyer Tenant shall assume the risk that adverse matters, including, but not limited to, adverse physical or construction defects or adverse environmental, health or safety conditions, may not have been revealed by Xxxxx’s inspection Tenant's inspections and investigations. WITH EXCEPTION OF THOSE SELLER REPRESENTATIONS, GUARANTIES AND WARRANTIES PROVIDED IN THIS AGREEMENT, SELLER HEREBY SPECIFICALLY DISCLAIMS ANY WARRANTY, GUARANTY OR REPRESENTATION, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, OR CONCERNING (a) THE NATURE AND CONDITION OF THE SUBJECT PROPERTY, INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL, MINERALS AND GEOLOGY; (b) THE INCOME TO BE DERIVED FROM THE PROPERTY; (c) THE SUITABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES THAT BUYER MAY ELECT TO CONDUCT THEREON; (d) THE NATURE AND EXTENT OF ACCESS TO THE PROPERTY AND ANY RIGHTS-OF-WAY RELATING THERETO; (e) THE HABITABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTY; (f) THE COMPLIANCE OF THE PROPERTY OR ITS OPERATION WITH ANY LAWS, ORDINANCES OR REGULATIONS OF ANY GOVERNMENT OR OTHER BODY INCLUDING ENVIRONMENTAL LAWS; AND (g) ANY OTHER MATTER WITH RESPECT TO THE PROPERTY.

Sale “As Is, Where Is. Xxxxx Purchaser acknowledges and agrees that upon Closing, Seller shall sell and convey to Buyer Purchaser and Buyer Purchaser shall accept the Subject Property Assets “AS IS. , WHERE IS. , WITH ALL FAULTS,” except to the extent expressly provided otherwise in this Agreement and any document executed by Seller and delivered to Buyer at ClosingSeller’s Documents. Except as expressly set forth in this AgreementSeller’s Documents, Xxxxx Purchaser has not relied and will not rely on, and Seller has not made and is not liable for or bound by, any express or implied warranties, guarantees, statements, representations or information pertaining to the Subject Property Assets or relating thereto (including specifically, without limitation, property information packages distributed with respect to the Assets) made or furnished by Seller, or any property manager, real estate broker, agent or third party representing or purporting to represent Seller, to whoever whomever made or given, directly or indirectly, orally or in writing, Buyer . Purchaser represents that it is a knowledgeable, experienced and sophisticated purchaser of real estate and that, except as expressly set forth in this AgreementSeller’s Documents, it is relying solely on its own expertise and that of BuyerPurchaser’s consultants in purchasing the Subject Property Assets and shall make an independent verification of the accuracy of any documents and information provided by Seller. Buyer Purchaser will conduct such inspections and investigations of the Subject Property Assets as Buyer Purchaser deems necessary, including, but not limited to, the physical and environmental conditions thereof, and shall rely upon same. By failing to terminate this Agreement prior to the expiration of the Due Diligence Inspection Period, Buyer Purchaser acknowledges that Seller has afforded Buyer Purchaser a full opportunity to conduct such investigations of the Subject Property Assets as Buyer Purchaser deemed necessary to satisfy itself as to the condition of the Subject Property Assets and the existence or non-existence or curative action to be taken with respect to any Hazardous Materials on or discharged from the Subject PropertyAssets, and will rely solely upon same and not upon any information provided by or on behalf of Seller or its agents or employees with respect thereto, other than such representations, warranties and covenants of Seller as are expressly set forth in this AgreementSeller’s Documents. Upon Closing, except to the extent as otherwise expressly provided otherwise set forth in this AgreementSeller’s Documents, Buyer Purchaser shall assume the risk that adverse matters, including, but not limited to, adverse physical or construction defects or adverse environmental, health or safety conditions, may not have been revealed by XxxxxPurchaser’s inspection inspections and investigations. WITH EXCEPTION OF THOSE SELLER REPRESENTATIONS, GUARANTIES AND WARRANTIES PROVIDED IN THIS AGREEMENT, SELLER HEREBY SPECIFICALLY DISCLAIMS ANY WARRANTY, GUARANTY OR REPRESENTATION, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, OR CONCERNING Purchaser hereby represents and warrants to Seller that: (a) THE NATURE AND CONDITION OF THE SUBJECT PROPERTY, INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL, MINERALS AND GEOLOGYPurchaser is represented by legal counsel in connection with the transaction contemplated by this Agreement; and (b) THE INCOME TO BE DERIVED FROM THE PROPERTY; (c) THE SUITABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES THAT BUYER MAY ELECT TO CONDUCT THEREON; (d) THE NATURE AND EXTENT OF ACCESS TO THE PROPERTY AND ANY RIGHTS-OF-WAY RELATING THERETO; (e) THE HABITABILITYPurchaser is purchasing the Property for business, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTY; (f) THE COMPLIANCE OF THE PROPERTY OR ITS OPERATION WITH ANY LAWScommercial, ORDINANCES OR REGULATIONS OF ANY GOVERNMENT OR OTHER BODY INCLUDING ENVIRONMENTAL LAWS; AND (g) ANY OTHER MATTER WITH RESPECT TO THE PROPERTYinvestment or other similar purpose and not for use as Purchaser’s residence. Purchaser waives any and all rights or remedies it may have or be entitled to, deriving from disparity in size or from any significant disparate bargaining position in relation to Seller.