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9 <br /> • <br /> information shall be tentatively prorated on the basis of the best data then available and <br /> the parties will make any necessary adjustments as soon as the necessary information is <br /> available. <br /> 7.8 Escrow.Instructions. This Agreement is intended by the parties to set <br /> forth the escrow instructions to Closing Agent. Seller and Buyer may execute and <br /> deliver to Closing Agent any additional instructions as either party deems necessary or <br /> convenient to implement the terms of this Agreement and to close the transaction <br /> contemplated hereby;provided that any such additional instructions are not inconsistent <br /> herewith and shall not in any way modify,amend or supersede this Agreement. <br /> ARTICLE VIII. REPRESENTATIONS AND WARRANTIES <br /> 8.1 General. Except for the representations, warranties and covenants in the <br /> Deed and except for the representations, warranties and covenants in this Agreement: <br /> (a)the Property is conveyed in its "AS IS-WHERE IS"condition at the time of Closing <br /> without any representation, warranty, or covenant of Seller and (b)the Buyer makes no <br /> representation, warranty, or covenant regarding the tax treatment or implications of the <br /> purchase and sale hereunder, including withoutlimitation no representation, warranty, <br /> or covenant regarding federal income tax or real estate excise tax. <br /> 8.2 Seller's Representations. Seller represents and warrants to Buyer that, as <br /> of the Effective Date and as of Closing: <br /> (a) Status. Seller is a limited liability company, duly formed and <br /> validly existing under the laws of the State of Washington and is qualified to transact <br /> business in the jurisdiction where the Property is located. <br /> (b) Rights of Third Parties. Seller has not granted any options nor <br /> obligated itself in any manner whatsoever to sell the Property or any portion thereof to <br /> any party other than Buyer, and there are no contracts or other obligations outstanding <br /> regarding the Property or any portion thereof. There are no oral or written leases,rental <br /> agreements or other occupancy agreements allowing any person to occupy the Property. <br /> Seller has not granted any options nor obligated itself in any manner whatsoever to sell <br /> or lease the Property or any portion thereof to any party other than Buyer. <br /> (c) No Liens. All persons and entities supplying labor,materials and <br /> equipment to the Property have been paid, and there are no claims of liens as of the date <br /> hereof and as of the Date of Closing <br /> (d) Authority. This Agreement and all documents to be executed by <br /> Seller at Closing have been duly authorized, executed and delivered by Seller and are <br /> 10 <br /> 103 <br />