Common use of Seller’s Disclaimer Clause in Contracts

Seller’s Disclaimer. Buyer acknowledges that Seller has afforded and shall afford Buyer and its agents and representatives an opportunity to conduct such appraisals and investigations of the Properties including, without limitation, investigations with respect to the physical, environmental, economic and legal condition of the Properties, prior to the Effective Date and each Closing Date. Buyer acknowledges: (i) that, except for the representations, warranties and indemnities expressly contained in this Agreement, Buyer has entered into this Agreement with the intention of making and relying upon its own investigation of the physical, environmental, economic and legal condition of the Properties; (ii) that, except for the representations, warranties and indemnities contained in this Agreement, Seller is not making and has not at any time made any warranty or representation of any kind, expressed or implied, with respect to the Properties, including, without limitation, warranties or representations as to habitability, merchantability, fitness for a particular purpose, title (other than Seller's limited warranty of title set forth in the deeds), zoning, tax consequences, latent or patent physical or environmental condition, utilities, operating history or projections, valuation, projections or compliance with law; (iii) that, except for the representations, warranties and indemnities contained in this Agreement, Buyer is not relying upon and is not entitled to rely upon any representations and warranties made by Seller or anyone acting or claiming to act on any of Seller's behalf, and (iv) that the SELLER DISCLOSURE SCHEDULE may include economic projections which reflect assumptions as to future market status and future income and expense with respect to the Properties which are inherently uncertain and as to which Seller has not made any guaranty or representation whatsoever. Buyer further acknowledges that it has not received from Seller any accounting, tax, legal, architectural, engineering, property management or other advice with respect to this transaction and is relying solely upon the advice of its own accounting, tax, legal, architectural, engineering, property management or other advisors. Except for the representations, warranties and indemnities contained in this Agreement, based upon the order of Buyer's familiarity with and due diligence relating to the Properties and pertinent knowledge as to the markets in which the Properties are situated and in direct consideration of Seller's and Seller Subsidiaries' decision to sell the Properties to Buyer and not to pursue available disposition alternatives, Buyer shall purchase the Properties in an "as is, where is and with all faults" condition on the Closing Date and assumes fully the risk that adverse latent or patent physical, environmental, economic or legal conditions may not have been revealed by its investigations. Seller and Buyer agree that the provisions of this ARTICLE X shall survive closing.

Seller’s Disclaimer. Except for the representations and warranties by Seller set forth in Section 8.2, Buyer acknowledges and agrees that Seller has afforded and shall afford Buyer and its agents and representatives an opportunity to conduct such appraisals and investigations the sale of the Properties including, Property to Buyer is made without limitation, investigations with respect to the physical, environmental, economic and legal condition of the Properties, prior to the Effective Date and each Closing Date. Buyer acknowledges: (i) that, except for the representations, warranties and indemnities expressly contained in this Agreement, Buyer has entered into this Agreement with the intention of making and relying upon its own investigation of the physical, environmental, economic and legal condition of the Properties; (ii) that, except for the representations, warranties and indemnities contained in this Agreement, Seller is not making and has not at any time made any warranty or representation of any kindkind by Seller, expressed either express or implied, with respect to any aspect, portion or component of the PropertiesProperty, including: (i) the physical condition, without limitationnature or quality of the Property, warranties including the quality of the soils on and under the Property and the quality of the labor and materials included in any buildings or representations as to habitabilityother improvements, merchantabilityfixtures, equipment or personal property comprising a portion of the Property; (ii) the fitness of the Property for a any particular purpose, title (other than Seller's limited warranty of title set forth in the deeds), zoning, tax consequences, latent or patent physical or environmental condition, utilities, operating history or projections, valuation, projections or compliance with law; (iii) thatthe presence or suspected presence of hazardous materials on, except for in, under or about the representations, warranties Property (including the soils and indemnities contained in this Agreement, Buyer is not relying upon groundwater on and is not entitled to rely upon any representations and warranties made by Seller under the Property); or anyone acting or claiming to act on any of Seller's behalf, and (iv) that existing or proposed governmental laws or regulations applicable to the SELLER DISCLOSURE SCHEDULE may include economic projections Property, or the further development or change in use thereof, including environmental laws and laws or regulations dealing with zoning or land use. Buyer further agrees and acknowledges that, as of the Closing, Buyer shall have made such feasibility studies, investigations, environmental studies, engineering studies, inquiries of governmental officials, and all other inquiries and investigations, which reflect assumptions Buyer shall deem necessary to satisfy itself as to future market status the condition, nature and future income and expense with respect to quality of the Properties which are inherently uncertain Property and as to which Seller has not made any guaranty or representation whatsoeverthe suitability of the Property for Buyer’s purposes. Buyer further agrees and acknowledges that it has not received from Seller any accountingthat, taxin purchasing the Property, legal, architectural, engineering, property management or other advice with respect to this transaction and is relying solely upon the advice of Buyer shall rely entirely on its own accountinginvestigation, tax, legal, architectural, engineering, examination and inspection of the Property and its analysis and evaluation of the property management or other advisors. Except for the representations, warranties and indemnities contained in this Agreement, based upon the order of Buyer's familiarity with and due diligence relating to the Properties and pertinent knowledge as to the markets in which the Properties are situated and in direct consideration of Seller's and documents furnished by Seller Subsidiaries' decision to sell the Properties to Buyer and not upon any representation or warranty of Seller, or any agent or representative of Seller that is not set forth in Section 8.2. THEREFORE, BUYER AGREES THAT, IN CONSUMMATING THE PURCHASE OF THE PROPERTY PURSUANT TO THIS AGREEMENT, BUYER SHALL ACQUIRE THE PROPERTY IN ITS THEN CONDITION, “AS IS, WHERE IS” AND WITH ALL FAULTS, AND, SUBJECT TO SELLER’S REPRESENTATIONS AND WARRANTIES SET FORTH IN SECTION 8.2, SOLELY IN RELIANCE ON BUYER’S OWN INVESTIGATION, EXAMINATION, INSPECTION, ANALYSIS AND EVALUATION OF THE PROPERTY. The agreements and acknowledgments contained in this Section 9.1 constitute a conclusive admission that Buyer, as a sophisticated, knowledgeable investor in real property, shall acquire the Property solely upon its own judgment as to pursue available disposition alternativesany matter germane to the Property or to Buyer’s contemplated use of the Property, and not upon any statement, representation or warranty by Seller, or any agent or representative of Seller, which is not expressly set forth in this Agreement. At the Closing, upon the request of Seller, Buyer shall purchase execute and deliver to Seller a certificate of Buyer reaffirming the Properties in an "as is, where is and with all faults" condition on the Closing Date and assumes fully the risk that adverse latent or patent physical, environmental, economic or legal conditions may not have been revealed by its investigations. Seller and Buyer agree that the provisions of this ARTICLE X shall survive closingforegoing.

Seller’s Disclaimer. Except for the representations and warranties ------------------- by Seller set forth in Section 8.2, Buyer acknowledges and agrees that Seller has afforded and shall afford Buyer and its agents and representatives an opportunity to conduct such appraisals and investigations the ----------- sale of the Properties including, Property to Buyer is made without limitation, investigations with respect to the physical, environmental, economic and legal condition of the Properties, prior to the Effective Date and each Closing Date. Buyer acknowledges: (i) that, except for the representations, warranties and indemnities expressly contained in this Agreement, Buyer has entered into this Agreement with the intention of making and relying upon its own investigation of the physical, environmental, economic and legal condition of the Properties; (ii) that, except for the representations, warranties and indemnities contained in this Agreement, Seller is not making and has not at any time made any warranty or representation of any kindkind by Seller, expressed either express or implied, with respect to any aspect, portion or component of the PropertiesProperty, including: (i) the physical condition, without limitationnature or quality of the Property, warranties including the quality of the soils on and under the Property and the quality of the labor and materials included in any buildings or representations as to habitabilityother improvements, merchantabilityfixtures, equipment or personal property comprising a portion of the Property; (ii) the fitness of the Property for a any particular purpose, title (other than Seller's limited warranty of title set forth in the deeds), zoning, tax consequences, latent or patent physical or environmental condition, utilities, operating history or projections, valuation, projections or compliance with law; (iii) thatthe presence or suspected presence of hazardous materials on, except for in, under or about the representations, warranties Property (including the soils and indemnities contained in this Agreement, Buyer is not relying upon groundwater on and is not entitled to rely upon any representations and warranties made by Seller under the Property); or anyone acting or claiming to act on any of Seller's behalf, and (iv) that existing or proposed governmental laws or regulations applicable to the SELLER DISCLOSURE SCHEDULE may include economic projections Property, or the further development or change in use thereof, including environmental laws and laws or regulations dealing with zoning or land use. Buyer further agrees and acknowledges that, as of the Closing, Buyer shall have made such feasibility studies, investigations, environmental studies, engineering studies, inquiries of governmental officials, and all other inquiries and investigations, which reflect assumptions Buyer shall deem necessary to satisfy itself as to future market status the condition, nature and future income and expense with respect to quality of the Properties which are inherently uncertain Property and as to which Seller has not made any guaranty or representation whatsoeverthe suitability of the Property for Buyer's purposes. Buyer further agrees and acknowledges that it has not received from Seller any accountingthat, tax, legal, architectural, engineering, property management or other advice with respect to this transaction and is relying solely upon in purchasing the advice of its own accounting, tax, legal, architectural, engineering, property management or other advisors. Except for the representations, warranties and indemnities contained in this Agreement, based upon the order of Buyer's familiarity with and due diligence relating to the Properties and pertinent knowledge as to the markets in which the Properties are situated and in direct consideration of Seller's and Seller Subsidiaries' decision to sell the Properties to Buyer and not to pursue available disposition alternativesProperty, Buyer shall purchase rely entirely on its own investigation, examination and inspection of the Properties Property and its analysis and evaluation of the property documents furnished by Seller to Buyer pursuant to Subsection 4.1.2, and not ---------------- upon any representation or warranty of Seller, or any agent or representative of Seller, which is not set forth in an "as is, where is and with all faults" condition on the Closing Date and assumes fully the risk that adverse latent or patent physical, environmental, economic or legal conditions may not have been revealed by its investigations. Seller and Buyer agree that the provisions of this ARTICLE X shall survive closingSection 8.2.

Seller’s Disclaimer. Buyer acknowledges and agrees that Seller has afforded Buyer is a sophisticated, knowledgeable investor in real property and shall afford Buyer is acquiring the Property solely upon its own judgment; and its agents and representatives an opportunity to conduct such appraisals and investigations not upon any statement, representation or warranty by Seller, or any agent or representative of the Properties includingSeller, without limitation, investigations with respect to the physical, environmental, economic and legal condition of the Properties, prior to the Effective Date and each Closing Date. Buyer acknowledges: (i) that, except for the representations, warranties and indemnities which is not expressly contained set forth in this Agreement. Except for the express representations and warranties of Seller set forth herein, Buyer has entered into this Agreement with acknowledges and agrees that the intention of making and relying upon its own investigation sale of the physical, environmental, economic and legal condition of the Properties; (ii) that, except for the representations, warranties and indemnities contained in this Agreement, Seller Property to Buyer is not making and has not at any time made without any warranty or representation of any kindkind by Seller, expressed either express or implied, with respect to any aspect, portion or component of the PropertiesProperty, including: (i) the physical condition, without limitationnature or quality of the Property, warranties including the quality of the soils on and under the Property and the quality of the labor and materials included in any buildings or representations as to habitabilityother improvements, merchantabilityfixtures, equipment or personal property comprising a portion of the Property; (ii) the fitness of the Property for a any particular purpose, title (other than Seller's limited warranty of title set forth in the deeds), zoning, tax consequences, latent or patent physical or environmental condition, utilities, operating history or projections, valuation, projections or compliance with law; (iii) thatthe presence or suspected presence of hazardous materials on, except for in, under or about the representations, warranties Property (including the soils and indemnities contained in this Agreement, Buyer is not relying upon groundwater on and is not entitled to rely upon any representations and warranties made by Seller under the Property); or anyone acting or claiming to act on any of Seller's behalf, and (iv) that existing or proposed governmental laws or regulations applicable to the SELLER DISCLOSURE SCHEDULE may include economic projections Property, or the further development or change in use thereof, including environmental laws and laws or regulations dealing with zoning or land use. Buyer further agrees and acknowledges that, as of the Closing, Buyer shall have made such feasibility studies, investigations, environmental studies, engineering studies, inquiries of governmental officials, and all other inquiries and investigations, which reflect assumptions Buyer shall deem necessary to satisfy itself as to future market status the condition, nature and future income and expense with respect to quality of the Properties which are inherently uncertain Property and as to which Seller has not made any guaranty or representation whatsoeverthe suitability of the Property for Buyer's purposes. Buyer further agrees and acknowledges that it has not received from Seller any accountingthat, tax, legal, architectural, engineering, property management or other advice with respect to this transaction and is relying solely upon in purchasing the advice of its own accounting, tax, legal, architectural, engineering, property management or other advisors. Except for the representations, warranties and indemnities contained in this Agreement, based upon the order of Buyer's familiarity with and due diligence relating to the Properties and pertinent knowledge as to the markets in which the Properties are situated and in direct consideration of Seller's and Seller Subsidiaries' decision to sell the Properties to Buyer and not to pursue available disposition alternativesProperty, Buyer shall purchase rely entirely on its own investigation, examination and inspection of the Properties Property and its analysis and evaluation of the property documents made available by Seller to Buyer pursuant to Paragraph 7(a)(ii), and not upon any representation or warranty of Seller, or any agent or representative of Seller, which is not set forth in an "as is, where is and with all faults" condition on the Closing Date and assumes fully the risk that adverse latent or patent physical, environmental, economic or legal conditions may not have been revealed by its investigations. Seller and Buyer agree that the provisions of this ARTICLE X shall survive closingParagraph 14.

Seller’s Disclaimer. Except for the representations and warranties by Seller set forth in Section 8.2, Buyer acknowledges and agrees that Seller has afforded and shall afford Buyer and its agents and representatives an opportunity to conduct such appraisals and investigations the sale of the Properties including, Property to Buyer is made without limitation, investigations with respect to the physical, environmental, economic and legal condition of the Properties, prior to the Effective Date and each Closing Date. Buyer acknowledges: (i) that, except for the representations, warranties and indemnities expressly contained in this Agreement, Buyer has entered into this Agreement with the intention of making and relying upon its own investigation of the physical, environmental, economic and legal condition of the Properties; (ii) that, except for the representations, warranties and indemnities contained in this Agreement, Seller is not making and has not at any time made any warranty or representation of any kindkind by Seller, expressed either express or implied, with respect to any aspect, portion or component of the PropertiesProperty, including: (i) the physical condition, without limitationnature or quality of the Property, warranties including the quality of the soils on and under the Property and the quality of the labor and materials included in any buildings or representations as to habitabilityother improvements, merchantabilityfixtures, equipment or personal property comprising a portion of the Property; (ii) the fitness of the Property for a any particular purpose, title (other than Seller's limited warranty of title set forth in the deeds), zoning, tax consequences, latent or patent physical or environmental condition, utilities, operating history or projections, valuation, projections or compliance with law; (iii) thatthe presence or suspected presence of hazardous materials on, except for in, under or about the representations, warranties Property (including the soils and indemnities contained in this Agreement, Buyer is not relying upon groundwater on and is not entitled to rely upon any representations and warranties made by Seller under the Property); or anyone acting or claiming to act on any of Seller's behalf, and (iv) that existing or proposed governmental laws or regulations applicable 12 to the SELLER DISCLOSURE SCHEDULE may include economic projections Property, or the further development or change in use thereof, including environmental laws and laws or regulations dealing with zoning or land use. Buyer further agrees and acknowledges that, as of the Closing, Buyer shall have made such feasibility studies, investigations, environmental studies, engineering studies, inquiries of governmental officials, and all other inquiries and investigations, which reflect assumptions Buyer shall deem necessary to satisfy itself as to future market status the condition, nature and future income and expense with respect to quality of the Properties which are inherently uncertain Property and as to which Seller has not made any guaranty or representation whatsoeverthe suitability of the Property for Buyer's purposes. Buyer further agrees and acknowledges that it has not received from Seller any accountingthat, tax, legal, architectural, engineering, property management or other advice with respect to this transaction and is relying solely upon in purchasing the advice of its own accounting, tax, legal, architectural, engineering, property management or other advisors. Except for the representations, warranties and indemnities contained in this Agreement, based upon the order of Buyer's familiarity with and due diligence relating to the Properties and pertinent knowledge as to the markets in which the Properties are situated and in direct consideration of Seller's and Seller Subsidiaries' decision to sell the Properties to Buyer and not to pursue available disposition alternativesProperty, Buyer shall purchase rely entirely on its own investigation, examination and inspection of the Properties Property and its analysis and evaluation of the property documents furnished by Seller to Buyer pursuant to Subsection 4.1.2, and not upon any representation or warranty of Seller, or any agent or representative of Seller, which is not set forth in an Section 8.2. THEREFORE, BUYER AGREES THAT, IN CONSUMMATING THE PURCHASE OF THE PROPERTY PURSUANT TO THIS AGREEMENT, BUYER SHALL ACQUIRE THE PROPERTY IN ITS THEN CONDITION, "as isAS IS, where is and with all faultsWHERE IS" condition on the Closing Date and assumes fully the risk that adverse latent or patent physicalAND WITH ALL FAULTS, environmentalAND, economic or legal conditions may not have been revealed by its investigations. Seller and Buyer agree that the provisions of this ARTICLE X shall survive closing.SUBJECT TO SELLER'S REPRESENTATIONS AND WARRANTIES SET FORTH IN SECTION 8.2, SOLELY IN RELIANCE ON BUYER'S OWN INVESTIGATION, EXAMINATION, INSPECTION, ANALYSIS AND EVALUATION OF THE PROPERTY AND THE REPRESENTATIONS AND WARRANTIES OF SELLER DESCRIBED IN

Seller’s Disclaimer. Buyer acknowledges that Seller it has afforded managed and shall afford Buyer will continue to manage the operations and business of the Properties pursuant to the LSA and that it and its agents and representatives an have had the opportunity to conduct such appraisals and investigations of the Properties including, without limitation, investigations with respect to the physical, environmental, economic and legal condition of the Properties, prior to the Effective Date and each Closing Date. Buyer acknowledges: (i) that, except for the representations, warranties and indemnities expressly contained in this Agreement, Buyer has entered into this Agreement with the intention of making and relying upon its own investigation of the physical, environmental, economic and legal condition of the Properties; (ii) that, except for the representations, warranties and indemnities contained in this Agreement, Seller is Sellers are not making and has have not at any time made any warranty or representation of any kind, expressed or implied, with respect to the Properties, including, without limitation, warranties or representations as to habitability, merchantability, fitness for a particular purpose, title (other than Seller's Sellers' limited warranty of title set forth in the deeds), zoning, tax consequences, latent or patent physical or environmental condition, utilities, operating history or projections, valuation, projections or compliance with law; (iii) that, except for the representations, warranties and indemnities contained in this Agreement, Buyer is not relying upon and is not entitled to rely upon any representations and warranties made by Seller Sellers or anyone acting or claiming to act on any of Seller's Sellers' behalf, and (iv) that the SELLER DISCLOSURE SCHEDULE Sellers Disclosure Schedule may include economic projections prepared by Buyer which reflect assumptions as to future market status and future income and expense with respect to the Properties which are inherently uncertain and as to which Seller has Sellers have not made any guaranty or representation whatsoever. Buyer further acknowledges that it has not received from Seller Sellers any accounting, tax, legal, architectural, engineering, property management or other advice with respect to this transaction and is relying solely upon the advice of its own accounting, tax, legal, architectural, engineering, property management or other advisors. Except for the representations, warranties and indemnities contained in this Agreement, based upon the order extent of Buyer's familiarity with and due diligence relating to the Properties and pertinent knowledge as to the markets in which the Properties are situated and in direct consideration of Seller's and Seller SubsidiariesSellers' decision to sell the Properties and the Interests to Buyer and not to pursue available disposition alternatives, Buyer shall purchase the Properties in an "as is" AS IS, where is and with all faultsWHERE IS AND WITH ALL FAULTS" condition on the Closing Date and assumes fully the risk that adverse latent or patent physical, environmental, economic or legal conditions may not have been revealed by its investigations. Seller Sellers and Buyer agree that the provisions of this ARTICLE X shall survive closing.