Express Representations.
(B)
EXCEPT FOR THE EXPRESS REPRESENTATIONS, PURCHASER ACKNOWLEDGES
AND AGREES THAT IT IS PURCHASING THE PROPERTY AND THE EXCESS DEVELOPMENT RIGHTS
"AS IS" AND "WITH ALL FAULTS", BASED UPON THE CONDITION OF THE PROPERTY AND THE
EXCESS DEVELOPMENT RIGHTS AS OF THE
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date of this Agreement, reasonable wear and tear and, subject to the provisions
of Sections 12 and 13 of this Agreement, loss by condemnation or fire or other
casualty excepted.
(C)
WITH RESPECT TO THE PROPERTY, BUT EXPRESSLY EXCLUDING
SELLER'S RETAINED PROPERTY, SELLER HEREBY REPRESENTS AND WARRANTS TO PURCHASER
AS OF THE DATE OF THIS AGREEMENT AND AS OF CLOSING AS FOLLOWS (EACH A
"REPRESENTATION"):
(I)
SELLER HAS FULL POWER AND AUTHORITY TO ENTER INTO AND
PERFORM THIS AGREEMENT IN ACCORDANCE WITH ITS TERMS. THIS AGREEMENT AND ALL
DOCUMENTS EXECUTED BY SELLER WHICH ARE TO BE DELIVERED TO PURCHASER ARE, AND AT
THE TIME OF CLOSING WILL BE, DULY AUTHORIZED, EXECUTED AND DELIVERED BY SELLER,
AND AT THE TIME OF CLOSING WILL BE THE LEGAL, VALID AND BINDING OBLIGATIONS OF
SELLER ENFORCEABLE AGAINST SELLER IN ACCORDANCE WITH THEIR RESPECTIVE TERMS, AND
DO NOT AND, AT THE TIME OF CLOSING WILL NOT, VIOLATE ANY PROVISION OF ANY
AGREEMENT OR JUDICIAL ORDER TO WHICH SELLER, THE PROPERTY OR LOT 58 IS SUBJECT.
(II)
ON THE CLOSING DATE, THE PROPERTY SHALL BE VACANT AND THERE
SHALL BE NO LEASES IN EFFECT.
(III)
ON THE CLOSING DATE, THE PROPERTY SHALL NOT BE SUBJECT TO ANY
CONTRACTS.
(IV)
EXCEPT AS SET FORTH ON SCHEDULE E ATTACHED HERETO, THERE IS NO
ACTION, SUIT, LITIGATION, HEARING OR ADMINISTRATIVE PROCEEDING PENDING AGAINST
SELLER, OR, TO SELLER'S KNOWLEDGE, THREATENED WITH RESPECT TO ALL OR ANY PORTION
OF THE PREMISES OR LOT 58 IN EACH CASE WHICH IS NOT OR WOULD NOT BE COVERED BY
INSURANCE OR WHICH WOULD HAVE A MATERIAL ADVERSE EFFECT ON THE PROPOSED USE OR
OPERATION OF PREMISES BY PURCHASER.
(V)
THERE ARE NO CONDEMNATION OR EMINENT DOMAIN PROCEEDINGS
PENDING, OR TO SELLER'S KNOWLEDGE, THREATENED AGAINST THE PREMISES OR LOT 58.
(VI)
THERE ARE NO COLLECTIVE BARGAINING, UNION OR EMPLOYMENT
CONTRACTS OR AGREEMENTS (WRITTEN OR ORAL) AFFECTING THE PROPERTY AND THERE ARE
NO EMPLOYEES OF SELLER, AT THE PROPERTY OR OTHERWISE, WHO, BY REASON OF ANY
APPLICABLE LAW, OR BY REASON OF ANY COLLECTIVE BARGAINING, UNION OR OTHER
EMPLOYMENT CONTRACT OR AGREEMENT, WRITTEN OR OTHERWISE, OR ANY OTHER REASON
WHATSOEVER, WOULD BECOME EMPLOYEES OF PURCHASER AS A RESULT OF THE PURCHASE OF
THE PROPERTY BY PURCHASER OR FOR WHOM PURCHASER WOULD BE RESPONSIBLE.
BY ITS
EXECUTION OF THIS AGREEMENT, PURCHASER IS NOT EXPRESSLY OR IMPLICITLY ASSUMING
ANY LIABILITY, OBLIGATION, COST OR EXPENSE WHATSOEVER WITH RESPECT TO ANY
EMPLOYMENT CONTRACT, EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, EMPLOYMENT POLICY OR
PRACTICE, COLLECTIVE BARGAINING AGREEMENT, UNION CONTRACT, EMPLOYMENT RELATED
CLAIMS WHETHER BASED ON STATUTE, COMMON LAW, TORT OR OTHERWISE OR ANY OTHER
LIABILITY RELATING IN ANY WAY TO EMPLOYEES.
(VII)
NO PARTY OTHER THAN PURCHASER HAS ANY CONDITIONAL OR
UNCONDITIONAL RIGHT AND/OR OPTION