terminate this Agreement under Section 9.5), Transferee will be deemed to have
elected to terminate this Agreement. Upon such termination the Deposit shall be
returned to Transferee and the escrow fees of the Escrow Agent shall be paid 50%
by each of the parties (which obligations shall survive the termination of this
Agreement), and thereafter neither party hereto shall have any further rights,
obligations or liabilities hereunder except to the extent that any right,
obligation or liability set forth herein expressly survives termination of this
Agreement.
15
9.7
AS-IS. EXCEPT FOR THE REPRESENTATIONS OF OWNER EXPRESSLY SET FORTH IN
SECTION 7 ABOVE, TRANSFEREE ACKNOWLEDGES, REPRESENTS, WARRANTS, COVENANTS AND
AGREES THAT, AS A MATERIAL INDUCEMENT TO OWNER TO EXECUTE AND ACCEPT THIS
AGREEMENT AND IN CONSIDERATION OF THE PERFORMANCE BY OWNER OF ITS DUTIES AND
OBLIGATIONS UNDER THIS AGREEMENT, NEITHER OWNER, NOR ANY OFFICER, DIRECTOR,
PARTNER, SHAREHOLDER, MEMBER, MANAGER, EMPLOYEE, AGENT OR AFFILIATE OF OWNER,
NOR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES,
MANAGERS, MEMBERS, AGENTS OR AFFILIATES (COLLECTIVELY, THE "OWNER PARTIES"), HAS
MADE, AND THAT OWNER AND THE OWNER PARTIES DO NOT MAKE AND SPECIFICALLY NEGATE
AND DISCLAIM, ANY STATEMENT, WARRANTY, REPRESENTATION, PROMISE OR GUARANTY
(WHETHER ORAL OR IN WRITING) OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER
EXPRESS OR IMPLIED, PAST, PRESENT, FUTURE OR OTHERWISE, OF, AS TO, CONCERNING OR
WITH RESPECT TO THE PROPERTY, INCLUDING WITHOUT LIMITATION: (1) THE EXISTENCE OF
HAZARDOUS SUBSTANCES OR MOLD UPON THE PROPERTY OR ANY PORTION THEREOF; (2)
GEOLOGICAL CONDITIONS, INCLUDING, WITHOUT LIMITATION, SUBSIDENCE, SUBSURFACE
CONDITIONS, WATER TABLE, UNDERGROUND WATER RESERVOIRS, LIMITATIONS REGARDING THE
WITHDRAWAL OF WATER AND FAULTING; (3) WHETHER OR NOT AND TO THE EXTENT TO WHICH
THE PROPERTY OR ANY PORTION THEREOF IS AFFECTED BY ANY STREAM (SURFACE OR
UNDERGROUND), BODY OF WATER, FLOOD PRONE AREA, FLOOD PLAIN, FLOODWAY, SPECIAL
FLOOD HAZARD OR NATURAL HAZARD AREA; (4) DRAINAGE; (5) SOIL CONDITIONS,
INCLUDING THE EXISTENCE OF INSTABILITY, PAST SOIL REPAIRS, SOIL ADDITIONS OR
CONDITIONS OF SOIL FILL, OR SUSCEPTIBILITY TO LANDSLIDES, OR THE SUFFICIENCY OF
ANY UNDERSHORING; (6) USAGES OF ADJOINING PROPERTIES; (7) THE VALUE, COMPLIANCE
WITH THE PLANS AND SPECIFICATIONS, SIZE, LOCATION, AGE, USE, DESIGN, QUALITY,
DESCRIPTION, DURABILITY, STRUCTURAL INTEGRITY, OPERATION, TITLE TO, OR PHYSICAL
OR FINANCIAL CONDITION OF THE PROPERTY OR ANY PORTION THEREOF, OR ANY RIGHTS OR
CLAIMS ON OR AFFECTING OR PERTAINING TO THE PROPERTY OR ANY PART THEREOF
INCLUDING, WITHOUT LIMITATION, WHETHER OR NOT THE PROPERTY COMPLIES WITH THE
REQUIREMENTS OF TITLE III OF THE AMERICANS WITH DISABILITIES ACT OF 1990, 42
U.S.C. §§ 12181-12183, 12186(B)-12189 AND RELATED REGULATIONS; (8) THE PRESENCE
OF HAZARDOUS SUBSTANCES IN OR ON, UNDER OR IN THE VICINITY OF THE PROPERTY; (9)
THE SQUARE FOOTAGE OF THE REAL PROPERTY; (10) IMPROVEMENTS AND INFRASTRUCTURE,
IF ANY, (11) DEVELOPMENT RIGHTS AND EXTRACTIONS; (12) WATER OR WATER RIGHTS;
(13) THE DEVELOPMENT POTENTIAL FOR THE PROPERTY; (14) THE ABILITY OF TRANSFEREE
TO REZONE THE PROPERTY OR CHANGE THE USE OF THE PROPERTY; (15) THE ABILITY OF
TRANSFEREE TO ACQUIRE ADJACENT PROPERTIES; (16) THE EXISTENCE