ANY CLAIM BASED ON ANY OF THE
FOREGOING, INCLUDING, WITHOUT LIMITATION, ANY RIGHT TO MAKE ANY CLAIM AGAINST
SELLER BASED ON THE VIOLATION OF ANY ENVIRONMENTAL LAWS. NO PERSON ACTING ON
BEHALF OF SELLER IS AUTHORIZED TO MAKE, AND BY EXECUTION HEREOF OF BUYER
ACKNOWLEDGES THAT, EXCEPT AS CONTAINED HEREIN OR INCORPORATED HEREIN BY
REFERENCE, NO PERSON HAS MADE, ANY REPRESENTATION, AGREEMENT, STATEMENT,
WARRANTY, GUARANTY OR PROMISE REGARDING THE PROPERTY OR THE TRANSACTION
CONTEMPLATED HEREIN; AND NO SUCH REPRESENTATION, WARRANTY, AGREEMENT, GUARANTY,
STATEMENT OR PROMISE IF ANY, MADE BY ANY PERSON ACTING ON BEHALF OF SELLER SHALL
BE VALID OR BINDING UPON SELLER UNLESS EXPRESSLY SET FORTH HEREIN. BUYER FURTHER
ACKNOWLEDGES AND AGREES THAT HAVING BEEN GIVEN THE OPPORTUNITY TO INSPECT THE
PROPERTY, BUYER IS RELYING SOLELY ON ITS OWN INVESTIGATION OF THE PROPERTY AND
NOT ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY SELLER EXCEPT AS EXPRESSLY
SET FORTH IN THIS AGREEMENT. BUYER FURTHER ACKNOWLEDGES AND AGREES THAT ANY
INFORMATION PROVIDED OR TO BE PROVIDED WITH RESPECT TO THE PROPERTY WAS OBTAINED
FROM A VARIETY OF SOURCES AND THAT SELLER HAS NOT MADE ANY INDEPENDENT
INVESTIGATION OR VERIFICATION OF SUCH INFORMATION AND MAKES NO REPRESENTATIONS
AS TO THE ACCURACY, TRUTHFULNESS OR COMPLETENESS OF SUCH INFORMATION EXCEPT AS
EXPRESSLY SET FORTH IN THIS AGREEMENT. EXCEPT AS EXPRESSLY SET FORTH IN THIS
AGREEMENT, BUYER FURTHER ACKNOWLEDGES AND AGREES THAT TO THE MAXIMUM EXTENT
PERMITTED BY LAW, THE SALE OF THE PROPERTY AS PROVIDED FOR HEREIN IS MADE ON AN
"AS IS" CONDITION AND BASIS WITH ALL FAULTS. IT IS UNDERSTOOD AND AGREED THAT
THE PURCHASE PRICE HAS BEEN ADJUSTED BY PRIOR NEGOTIATION TO REFLECT THAT THE
PROPERTY IS SOLD BY SELLER AND PURCHASED BY BUYER SUBJECT TO THE FOREGOING. THE
PROVISIONS OF THIS SUBSECTION SHALL SURVIVE THE CLOSING OR ANY TERMINATION
HEREOF.
6. Escrow.
6.1. Opening.
Purchase and sale of the Property shall be consummated through an escrow
("Escrow") to be opened with Escrow Holder and Title Company within two (2)
business days after the execution of this Agreement by Seller and Buyer. This
Agreement shall be considered as the Escrow instructions between the parties,
with such further consistent instructions as Escrow Holder and Title Company
shall require in order to clarify their respective duties and responsibilities.
If Escrow Holder and/or Title Company shall require further Escrow instructions,
Escrow Holder and/or Title Company may prepare such instructions on its usual
form. Such further instructions shall, so long as acceptable to Buyer and Seller
shall be signed by Buyer and Seller and returned to Escrow Holder within three
(3) business days of receipt thereof. In the event of any conflict between the
terms and conditions of this Agreement and any further Escrow instructions, the
terms and conditions of this Agreement shall control.
6.2. Close of Escrow.
6.2.1.
For purposes of this Agreement, the "Close of Escrow" shall be
defined as the date the Deed is recorded in the Official Records of the
Montgomery County, Ohio Recorder's Office. The Close of Escrow