Close of
Escrow as if such representations and warranties were made on and as of such
Close of Escrow. The representations and warranties set forth in this Section 3
shall survive the Close of Escrow for a period of twelve (12) months.
4.
BUYER'S REPRESENTATIONS, WARRANTIES AND
COVENANTS. BUYER HEREBY REPRESENTS, WARRANTS AND ACKNOWLEDGES TO SELLER AND
COVENANTS WITH SELLER AS FOLLOWS:
4.1
AUTHORITY. BUYER HAS THE POWER AND AUTHORITY
TO ENTER INTO AND TO PERFORM ALL OF BUYER'S OBLIGATIONS PURSUANT TO THIS
AGREEMENT AND TO PURCHASE THE PROPERTY ON THE TERMS AND CONDITIONS SET FORTH
HEREIN. NO CONSENT OF ANY OTHER PARTY IS REQUIRED IN ORDER FOR BUYER TO
PERFORM ANY OF ITS OBLIGATIONS HEREUNDER. THE PERSON(S) EXECUTING THIS AGREEMENT
ON BEHALF OF BUYER ARE AUTHORIZED TO DO SO ON BEHALF OF BUYER
4.2
NO CONFLICT. THIS AGREEMENT AND BUYER'S
PURCHASE OF THE PROPERTY HEREUNDER DO NOT VIOLATE ANY MATERIAL TERMS OR
PROVISIONS OF ANY CONTRACT TO WHICH BUYER IS A PARTY.
4.3
CONFIDENTIALITY. UNTIL THE CLOSING DATE SHALL
OCCUR, BUYER SHALL KEEP IN CONFIDENCE AND NOT DISCLOSE ANY INFORMATION OR
DOCUMENTS IT RECEIVES FROM SELLER OR THE TERMS AND CONDITIONS OF THIS AGREEMENT
TO ANY PERSON, FIRM OR ENTITY WITHOUT THE PRIOR WRITTEN AUTHORIZATION OF SELLER,
EXCEPT THAT THE INFORMATION MAY BE DISCLOSED TO (I) BUYER'S PARTNERS, DIRECTORS,
OFFICERS, MEMBERS, EXISTING AND POTENTIAL FINANCIAL SOURCES, POTENTIAL JOINT
VENTURERS OR INVESTORS, ASSIGNEES, LAWYERS, ACCOUNTANTS, CONSULTANTS, AND
REPRESENTATIVES, INCLUDING BUYER'S AGENTS (AS DEFINED IN SECTION 5.2.1 BELOW) AS
NEEDED TO ENABLE BUYER TO COMPLETE ITS OBLIGATIONS, OBTAIN ACQUISITION FINANCING
AND/OR EXERCISE ITS RIGHTS HEREUNDER, PROVIDED THAT BUYER REQUIRES SUCH ENTITIES
AND PERSONS TO MAINTAIN THE CONFIDENTIALITY OF SUCH INFORMATION AND DOCUMENTS,
OR (II) AS REQUIRED BY LAW OR BY REGULATORY OR JUDICIAL PROCESS. THE PRECEDING
TO THE CONTRARY NOTWITHSTANDING, BUYER SHALL HAVE NO OBLIGATION TO MAINTAIN THE
CONFIDENTIALITY OF ANY INFORMATION OR DOCUMENTS IT RECEIVES FROM SELLER:
(I) WHICH IS, AT THE TIME OF DISCLOSURE TO BUYER, AVAILABLE TO THE GENERAL
PUBLIC; OR (II) WHICH BECOMES, AT A LATER DATE, AVAILABLE TO THE GENERAL PUBLIC
THROUGH NO FAULT OF BUYER, AND THEN ONLY AFTER SAID DATE; OR (III) WHICH BUYER
CAN DEMONSTRATE WAS IN ITS POSSESSION BEFORE RECEIPT OF THE SAME FROM SELLER; OR
(IV) WHICH IS DISCLOSED TO BUYER WITHOUT RESTRICTION ON DISCLOSURE BY A THIRD
PARTY WHO HAS THE LAWFUL RIGHT TO DISCLOSE SUCH INFORMATION.
4.4
"AS IS" PURCHASE. OTHER THAN AS EXPRESSLY SET
FORTH IN THIS AGREEMENT, (A) BUYER ACKNOWLEDGES AND AGREES THAT BUYER IS
ACQUIRING THE PROPERTY SUBJECT TO THE TERMS OF THIS AGREEMENT IN ITS "AS IS"
CONDITION, WITH ALL FAULTS, IF ANY, AND WITHOUT ANY WARRANTY, EXPRESS OR
IMPLIED, AND (B) NEITHER SELLER NOR ANY AGENTS, REPRESENTATIVES, OR EMPLOYEES OF
SELLER HAVE MADE ANY REPRESENTATIONS OR WARRANTIES, DIRECT OR
4
INDIRECT, ORAL OR WRITTEN, EXPRESS OR IMPLIED, TO BUYER OR BUYER'S AGENTS WITH
RESPECT TO THE CONDITION OF THE PROPERTY, ITS FITNESS FOR ANY PARTICULAR
PURPOSE, OR ITS COMPLIANCE WITH ANY LAWS, AND