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v
<br /> PURCHASER IS PURCHASING THE PROPERTY ON AN "AS IS, WHERE IS, WITH ALL
<br /> FAULTS" BASIS AND THAT PURCHASER IS NOT RELYING ON ANY
<br /> REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR
<br /> IMPLIED, FROM SELLER, ITS AGENTS OR BROKER AS TO ANY MATTERS
<br /> CONCERNING THE PROPERTY, INCLUDING WITHOUT LIMITATION: (i) the quality,
<br /> nature, adequacy, and physical condition of soils, geology and any groundwater, (ii) the
<br /> existence, quality, nature, adequacy and physical condition of utilities serving the Property,
<br /> (iii) the development potential of the Property, and the Property's use, habitability,
<br /> merchantability, or fitness, or the suitability, value or adequacy of the Property for any
<br /> particular purpose, (iv) the zoning and other legal status of the Property or any other public
<br /> or private restrictions on use of the Property, (v) the compliance of the Property with any
<br /> applicable codes, laws, regulations, statutes, ordinances, covenants, conditions and
<br /> restrictions of any governmental or quasi-governmental entity or of any other person or
<br /> entity (including, without limitation, the Americans with Disabilities Act), (vi)the presence of
<br /> "Hazardous Substances" (as defined above) on, under or about the Property or the
<br /> adjoining or neighboring property, (vii) the condition of title to the Property, (viii) any
<br /> agreements affecting the Property, and (ix)the economics of the operation of the Property.
<br /> Subject to the other provisions of this Agreement, and except for the express
<br /> representations, warranties, covenants and agreements set forth in this Agreement or in
<br /> any document delivered in connection with the Closing, Purchaser, on behalf of itself and
<br /> its successors and assigns, waives its right to recover from, and forever releases and
<br /> discharges Seller from any and all demands, claims, legal or administrative proceedings,
<br /> losses, liabilities, damages, penalties, fines, liens, costs or expenses whatsoever
<br /> (including, without limitation, reasonable attorneys' fees and costs), whether direct or
<br /> indirect, known or unknown, foreseen or unforeseen, that may arise on account of or in
<br /> any way be connected with the Property including, without limitation, the physical, and
<br /> environmental condition of the Property or any law or regulation applicable thereto. With
<br /> respect to the waiver and release set forth herein relating to unknown and unsuspected
<br /> claims, Purchaser hereby acknowledges that such waiver and release is being made after
<br /> obtaining the advice of legal counsel and with full knowledge and understanding of the
<br /> consequences and effects of such waiver. The foregoing waiver and release shall be
<br /> deemed to be restated and made again as of the Closing and shall survive Closing or
<br /> earlier termination of this Agreement.
<br /> 7. PURCHASER'S REPRESENTATIONS AND WARRANTIES. Purchaser
<br /> represents, warrants and covenants to Purchaser as follows:
<br /> a. Power and Authority. Purchaser has the authority and power to
<br /> enter into this Agreement and to consummate the transaction provided for herein. This
<br /> Agreement and all other documents executed and delivered by Purchaser constitute
<br /> legal, valid, binding, and enforceable obligations of Purchaser, and there are no claims
<br /> or defenses, personal or otherwise, or offsets whatsoever to the enforceability or validity
<br /> of this Agreement.
<br /> b. No Violations and Actions. The execution, delivery, and
<br /> performance by Purchaser of its obligations under this Agreement will not conflict with
<br /> -10- C2
<br /> 50939068.4
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