Agreement Of Purchase And Sale (Page 17 of 30) in pdf

(ii) environmental matters relating to the Property or any portion thereof, including, without limitation,

the presence of Hazardous Materials in, on, under or in the vicinity of the Property, (iii) geological

conditions, including, without limitation, subsidence, subsurface conditions, water table, underground

water reservoirs, limitations regarding the withdrawal of water, and geologic faults and the resulting

damage of past and/or future faulting, (iv) whether, and to the extent to which the Property or any portion

thereof is affected by any stream (surface or underground), body of water, wetlands, flood prone area,

flood plain, floodway or special flood hazard, (v) drainage, (vi) soil conditions, including the existence of

instability, past soil repairs, soil additions or conditions of soil fill, or susceptibility to landslides, or the

sufficiency of any undershoring, (vii) the presence of endangered species or any environmentally

sensitive or protected areas, (viii) zoning or building entitlements to which the Property or any portion

thereof may be subject, (ix) the availability of any utilities to the Property or any portion thereof

including, without limitation, water, sewage, gas and electric, (x) usages of adjoining property, (xi) access

to the Property or any portion thereof, (xii) the value, compliance with the plans and specifications, size,

location, age, use, design, quality, description, suitability, structural integrity, operation, title to, or

physical or financial condition of the Property or any portion thereof, or any income, expenses, charges,

liens, encumbrances, rights or claims on or affecting or pertaining to the Property or any part thereof,

(xiii) the condition or use of the Property or compliance of the Property with any or all past, present or

future federal, state or local ordinances, rules, regulations or laws, building, fire or zoning ordinances,

codes or other similar laws, (xiv) the existence or non-existence of underground storage tanks, surface

impoundments, or landfills, (xv) the merchantability of the Property or fitness of the Property for any

particular purpose, (xvi) the truth, accuracy or completeness of the Property Documents, (xvii) tax

consequences, or (xviii) any other matter or thing with respect to the Property.

11.2

Sale “As Is, Where Is.” PURCHASER IS PURCHASING THE PROPERTY “AS IS,

WITH ALL FAULTS” WITHOUT ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR

IMPLIED (EXCEPT ANY EXPRESS REPRESENTATIONS AND WARRANTIES SET FORTH IN

THIS AGREEMENT OR THE DOCUMENTS DELIVERED AT CLOSING), INCLUDING IMPLIED

WARRANTIES OF FITNESS FOR ANY PARTICULAR PURPOSE OR MERCHANTABILITY OR

ANY OTHER WARRANTIES WHATSOEVER. AS OF THE CLOSING, PURCHASER ASSUMES

ALL RISKS REGARDING ANY DEFECTS, DAMAGE OR ADVERSE CONDITIONS PERTAINING

TO THE CONDITION OF THE PROPERTY, OR ANY LOSS, DIMINUTION IN VALUE, OR

INJURY TO THE PROPERTY ARISING FROM ANY GOVERNMENTAL STATUTES,

ORDINANCES, REGULATIONS, DECISIONS OR POLICIES PERTAINING TO THE PRESENT OR

FUTURE

CONDITION,

USE,

OCCUPANCY,

OPERATIONS,

MAINTENANCE,

REPAIR,

IMPROVEMENT, OWNERSHIP OR DISPOSITION OF THE PROPERTY OR ANY PART

THEREOF, AND PURCHASER ACKNOWLEDGES THAT, EXCEPT AS EXPRESSLY PROVIDED

IN THIS AGREEMENT OR UNDER ANY INSTRUMENT DELIVERED BY SELLER TO

PURCHASER AT CLOSING, (A) NEITHER SELLER NOR ANY OF ITS AGENTS HAVE MADE,

AND SPECIFICALLY NEGATE AND DISCLAIM, ANY REPRESENTATIONS, WARRANTIES,

PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER

WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, OF, AS TO,

CONCERNING, OR WITH RESPECT TO, (i) THE VALUE, NATURE, QUALITY OR CONDITION

OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL AND

GEOLOGY, (ii) THE SUITABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND

USES WHICH MAY BE CONDUCTED THEREON, (iii) THE COMPLIANCE OF OR BY THE

PROPERTY WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY

APPLICABLE GOVERNMENTAL AUTHORITY, (iv) THE HABITABILITY, MERCHANTABILITY,

MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE

PROPERTY, OR (v) ANY OTHER MATTER WITH RESPECT TO THE PROPERTY, AND (B)

NEITHER SELLER NOR ANY OF ITS AGENTS HAVE MADE, AND SPECIFICALLY NEGATE

AND DISCLAIM, ANY REPRESENTATIONS OR WARRANTIES REGARDING COMPLIANCE OF

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Agreement Of Purchase And Sale Page 17

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