prior to Closing or of which Purchaser had actual
knowledge prior to Closing and Purchaser nevertheless closed the acquisition of
the Property and paid the Purchase Price to Seller, or unless the damages
suffered by Purchaser because of such untrue, inaccurate or incorrect
representation or warranty exceeds Twenty Thousand and No/100 Dollars
($25,000.00), in which case Purchaser shall be entitled to file a claim for all
actual damages suffered by Purchaser including the said Twenty Five Thousand and
No/100 Dollars ($25,000.00) threshold amount.
(d)"As-Is" Purchase. Purchaser acknowledges for Purchaser and Purchaser's
successors, and assignees, the Due Diligence Period set forth in Section 9 of
this Agreement is a reasonable opportunity to inspect and investigate the
Property, all improvements thereon and all aspects relating thereto, including
all documents and contracts related to the Property, either independently or
through agents and experts of Purchaser's choosing. EXCEPT AS LIMITED BELOW OR
AS OTHERWISE
10
SET FORTH IN THIS AGREEMENT OR THE CLOSING DOCUMENTS DELIVERED PURSUANT TO THIS
AGREEMENT ("CLOSING DOCUMENTS"), SELLER AND PURCHASER AGREE THAT THE PROPERTY
SHALL BE SOLD AND THAT PURCHASER SHALL ACCEPT POSSESSION OF THE PROPERTY ON THE
CLOSING DATE "AS IS, WHERE IS, WITH ALL FAULTS" WITH NO RIGHT OF SET-OFF OR
REDUCTION IN THE PURCHASE PRICE, AND EXCEPT AS EXPRESSLY SET FORTH IN THIS
AGREEMENT OR THE CLOSING DOCUMENTS THAT SUCH SALE SHALL BE WITHOUT
REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT
LIMITATION, WARRANTY OF INCOME WHICH MAY BE EARNED IN THE FUTURE, FUTURE
OPERATING EXPENSES, USES, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE
(BUT SPECIFICALLY EXCLUDING THE LIMITED WARRANTY OF TITLE TO BE GIVEN IN THE
DEED FROM SELLER TO PURCHASER), AND SELLER DOES HEREBY DISCLAIM AND RENOUNCE ANY
SUCH REPRESENTATION OR WARRANTY. EXCEPT FOR SELLER'S REPRESENTATIONS WHICH ARE
EXPRESSLY SET FORTH IN THIS AGREEMENT OR THE CLOSING DOCUMENTS, PURCHASER
SPECIFICALLY ACKNOWLEDGES THAT PURCHASER IS NOT RELYING ON ANY REPRESENTATIONS
OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, FROM SELLER, AGENT OR
OTHER AGENTS OR BROKERS AS TO THE FOLLOWING MATTERS: (1) THE CONDITION OR SAFETY
OF THE PROPERTY OR ANY SEWER, HEATING AND ELECTRICAL SYSTEMS, ROOFING, AIR
CONDITIONING, IF ANY, FOUNDATIONS, SOILS AND GEOLOGY INCLUDING HAZARDOUS
MATERIALS; LOT SIZE, OR SUITABILITY OF THE PROPERTY OR ITS IMPROVEMENTS FOR A
PARTICULAR PURPOSE; (2) WHETHER THE APPLIANCES, IF ANY, PLUMBING OR UTILITIES
ARE IN WORKING ORDER; (3) THE HABITABILITY OR SUITABILITY FOR OCCUPANCY OF ANY
STRUCTURE AND THE QUALITY OF ITS CONSTRUCTION; (4) THE FITNESS OF ANY PERSONAL
PROPERTY; OR (5) WHETHER THE IMPROVEMENTS ARE STRUCTURALLY SOUND, IN GOOD
CONDITION, OR IN COMPLIANCE WITH APPLICABLE CITY, COUNTY, STATE OR FEDERAL
STATUTES, CODES OR ORDINANCES. EXCEPT FOR SELLER'S REPRESENTATIONS EXPRESSLY SET
FORTH IN THIS AGREEMENT OR THE CLOSING DOCUMENTS PURCHASER IS RELYING SOLELY
UPON ITS OWN INSPECTION OF THE PROPERTY WITH REGARD TO THE ABOVE-REFERENCED
MATTERS, AND NOT UPON ANY REPRESENTATIONS TO THE ABOVE-REFERENCED MATTERS, MADE
TO IT BY ANY PERSON WHOMSOEVER CONCERNING SUCH MATTERS.
(e)Representations and Warranties of Purchaser. Purchaser hereby represents