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or otherwise, claiming through, under or by reason of the conduct of the indemnifying Party,
<br />respectively, in connection with this transaction.
<br />5. Inspections; AS -IS Condition of Property.
<br />5.1 Waiver of Inspections. Buyer and Seller agree that Buyer unequivocally
<br />waives any right to conduct independent investigations concerning (i) Buyer's proposed use, sale,
<br />development or suitability for development of the Property; (ii) the condition and all other
<br />attributes of the Property, including, without limitation all improvements located thereon; (iii)
<br />applicable laws, statutes, rules, regulations, ordinances, limitations, restrictions or requirements
<br />concerning the use, density, location or suitability of the Property or any existing or proposed
<br />development or condition thereof, including but not limited to zoning, subdivision and other
<br />regulations; (iv) the necessity or availability of any specific plan or general amendments, rezoning,
<br />zone variances, conditional use permits, building permits, environmental impact reports,
<br />subdivision maps, public reports issued by the California Bureau of Real Estate and all other
<br />governmental permits, approvals or acts; (v) the necessity and existence of all dedications, fees,
<br />charges, costs or assessments which may be imposed by any Governmental Authority in
<br />connection with the proposed development of the Property; (vi) the value of the Property; (vii) the
<br />availability or adequacy of access to the Property, or of water, sewage, gas, electrical or other
<br />utilities serving the Property and (viii) the presence or adequacy of infrastructure or other
<br />improvements on, near or concerning the Property.
<br />5.2 No Representations or Warranties. Seller makes no representation or
<br />warranty, express or implied, to the Buyer relating to the condition of the Property or suitability
<br />of the Property for any intended use or development by the Buyer.
<br />5.3 Acceptance of Property "AS -IS." Buyer shall accept all conditions of the
<br />Property, without any liability of the Seller whatsoever, AS -IS, WHERE -IS, SUBJECT
<br />TO ALL FAULTS CONDITION, WITHOUT WARRANTY AS TO QUALITY,
<br />CHARACTER, PERFORMANCE OR CONDITION, and with full knowledge of the
<br />physical condition of the Property, the nature of the Seller's interest in and use of the
<br />Property, all laws applicable to the Property and of any and all conditions, restrictions,
<br />encumbrances and all matters of record relating to the Property. The Property is being
<br />acquired by Buyer as a result of its own knowledge of the Property and not as a result of
<br />any representation(s) made by the Seller or any employee, official, consultant or agent of
<br />the Seller relating to the condition of the Property, unless such statement or representation
<br />is expressly and specifically set forth in this Agreement. Seller hereby expressly and
<br />specifically disclaims any express or implied.
<br />6. Warranties.
<br />6.1 Seller's Warranties. In consideration of Buyer entering into this Agreement and as
<br />an inducement to Buyer to purchase the Property from Seller, Seller makes the following
<br />representations and warranties which shall be true and correct as of the Effective Date and the
<br />Close of Escrow and each of which is material and being relied upon by Buyer. For all purposes
<br />of this Agreement, including Seller's representations and warranties contained herein, the phrase
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