employee or other representative of Seller or by any broker or any other
person representing or purporting to represent Seller, which are not expressly
set forth in this Contract, whether or not any such representations, warranties
or statements were made in writing or orally.
Section 6.03 PURCHASER ACKNOWLEDGES AND AGREES THAT PURCHASER IS
EXPERIENCED IN THE OWNERSHIP AND OPERATION OF PROPERTIES SIMILAR TO THE PARCEL
AND THAT PURCHASER PRIOR TO THE CLOSING DATE WILL HAVE INSPECTED THE PARCEL TO
ITS SATISFACTION AND IS QUALIFIED TO MAKE SUCH INSPECTION. PURCHASER
ACKNOWLEDGES THAT PURCHASER, PRIOR TO THE CLOSING DATE, WILL HAVE THOROUGHLY
INSPECTED AND EXAMINED THE PARCEL TO THE EXTENT DEEMED NECESSARY BY PURCHASER IN
ORDER TO ENABLE PURCHASER TO EVALUATE THE CONDITION OF THE PARCEL AND ALL OTHER
ASPECTS OF THE PARCEL (INCLUDING, BUT NOT LIMITED TO, THE ENVIRONMENTAL
CONDITION OF THE PARCEL), AND PURCHASER ACKNOWLEDGES THAT PURCHASER IS RELYING
SOLELY UPON ITS OWN (OR ITS REPRESENTATIVES') INSPECTION, EXAMINATION AND
EVALUATION OF THE PARCEL AND NOT UPON ANY STATEMENTS (ORAL OR WRITTEN) WHICH MAY
HAVE BEEN MADE OR MAY BE MADE (OR PURPORTEDLY MADE) BY SELLER OR ANY OF ITS
REPRESENTATIVES OTHER THAN THE REPRESENTATIONS AND WARRANTIES OF SELLER AND
ACADEMY CONTAINED IN THIS CONTRACT, THE LEASE AND THE CLOSING DOCUMENTS. AS A
MATERIAL PART OF THE CONSIDERATION FOR THIS AGREEMENT AND THE PURCHASE PRICE,
PURCHASER HEREBY AGREES TO ACCEPT THE PARCEL ON THE CLOSING DATE IN ITS "AS-IS,
WHERE IS" CONDITION AND WITH ALL FAULTS, AND WITHOUT REPRESENTATIONS AND
WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, OR ARISING BY OPERATION OF LAW,
EXCEPT ONLY THE TITLE
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WARRANTIES EXPRESSLY SET FORTH IN THE DEEDS DELIVERED BY SELLER TO PURCHASER ON
THE CLOSING DATE AND THE REPRESENTATIONS AND WARRANTIES OF SELLER AND ACADEMY
CONTAINED IN THIS AGREEMENT AND IN THE LEASE. THE PURCHASER HEREBY EXPRESSLY
ASSUMES ALL RISKS, LIABILITIES, CLAIMS, DAMAGES, AND COSTS (AND AGREES THAT
SELLER SHALL NOT BE LIABLE FOR ANY SPECIAL, DIRECT, INDIRECT, CONSEQUENTIAL, OR
OTHER DAMAGES) RESULTING OR ARISING FROM OR RELATED TO THE OWNERSHIP, USE,
CONDITION, LOCATION, MAINTENANCE, REPAIR OR OPERATION OF THE PARCEL. THE
PROVISIONS OF THIS SECTION 6.03 ARE A MATERIAL INDUCEMENT FOR SELLER ENTERING
INTO THIS CONTRACT AND SHALL SURVIVE THE CLOSING.
ARTICLE 7. Covenants of Academy; Indemnity for Inspections and Repairs. Section
7.01 Prior to the Closing, Academy shall allow Purchaser and Purchaser's
representatives access to the Parcel for the purposes of inspection, upon
reasonable prior notice at reasonable times during business hours. All
inspections shall be at the sole risk of Purchaser. Purchaser shall indemnify
and hold Seller and Academy harmless from and against any and all claims,
demands, injuries, damages, costs, expenses (including reasonable attorney's
fees) or liability incurred by or asserted against Seller or Academy resulting
from any of those inspections. If this Contract is terminated for any reason,
then within thirty (30) days after termination Purchaser shall repair any damage
caused by any of those inspections so as to restore the Parcel to its same
condition before