power and authority to execute and
deliver this Agreement and to perform all of its obligations hereunder.
B.
This Agreement and all other instruments and documents to be
executed and delivered by Buyer to Seller hereunder or pursuant hereto have been
or will be duly executed and delivered by Buyer and constitute (or will
constitute, as to those instruments and documents to be executed and delivered)
the legal, valid and binding obligations of Buyer enforceable against Buyer in
accordance with their respective terms.
C.
There is no suit, action or proceeding pending or to the knowledge
of Buyer threatened against Buyer or affecting the Premises before or by any
court, administrative agency or other governmental or quasi-governmental
authority, or which brings into question the validity of this Agreement or the
Transaction.
10.
Investigations.
A.
Buyer acknowledges that it (i) is familiar with the Premises,
(ii) has been given an opportunity to inspect the Premises and (iii) has
completed all of its inspections with respect to the condition of the Premises
as of the Effective Date.
11.
Disclaimers and Warranties.
A.
AS IS SALE; DISCLAIMERS. WITH RESPECT TO CLAUSES (i) THROUGH
(iv) BELOW, EXCEPT IN THE CASE OF A BREACH BY SELLER OF THE REPRESENTATIONS AND
WARRANTIES CONTAINED IN SECTION 8, AND EXCEPT FOR SELLER'S BREACH OF ITS
COVENANT SET FORTH IN SECTION 3D:
i.
SELLER IS NOT MAKING, AND HAS NOT AT ANY TIME MADE, ANY
WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, WITH
RESPECT TO THE PREMISES, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OR
REPRESENTATIONS AS TO HABITABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE.
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ii.
UPON CLOSING SELLER SHALL SELL AND CONVEY TO BUYER, AND BUYER
SHALL ACCEPT, THE PREMISES "AS IS, WHERE IS, WITH ALL FAULTS".
BUYER HAS NOT
RELIED AND WILL NOT RELY ON, AND SELLER IS NOT LIABLE FOR OR BOUND BY, ANY
EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, STATEMENTS, REPRESENTATIONS OR
INFORMATION PERTAINING TO THE PREMISES OR RELATING THERETO MADE OR FURNISHED BY
SELLER OR ANY REAL ESTATE BROKER OR AGENT REPRESENTING OR PURPORTING TO
REPRESENT SELLER, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR
IN WRITING.
ALL MATERIALS, DATA AND INFORMATION DELIVERED BY SELLER TO BUYER,
OR OTHERWISE MADE AVAILABLE TO BUYER, IN CONNECTION WITH THE TRANSACTION
CONTEMPLATED HEREBY ARE PROVIDED TO BUYER AS A CONVENIENCE ONLY AND ANY RELIANCE
ON OR USE OF SUCH MATERIALS, DATA OR INFORMATION BY BUYER SHALL BE AT THE SOLE
RISK OF BUYER.
NEITHER SELLER, NOR ANY AFFILIATE OF SELLER, NOR THE PERSON OR
ENTITY WHICH PREPARED ANY REPORT OR REPORTS MADE AVAILABLE BY SELLER TO BUYER
SHALL HAVE ANY LIABILITY TO BUYER FOR ANY INACCURACY IN OR OMISSION FROM ANY
SUCH REPORTS.
BUYER ACKNOWLEDGES THAT THE PURCHASE PRICE REFLECTS AND TAKES
INTO ACCOUNT THAT THE PREMISES IS BEING SOLD "AS IS."
iii.
BUYER REPRESENTS AND COVENANTS TO SELLER THAT BUYER HAS
CONDUCTED SUCH INVESTIGATIONS OF THE PREMISES, INCLUDING BUT NOT LIMITED TO, THE
PHYSICAL AND ENVIRONMENTAL CONDITIONS THEREOF,