representations set forth herein are true, complete and correct.
(h)
No person, firm or corporation or other entity has any right or
option to acquire fee title to the Property, or any part thereof.
(i)
Seller is neither a "foreign person" nor a "foreign corporation"
as those terms are defined in Section 7701 of the Internal Revenue Code of 1986,
as amended.
(j)
The Property is taxed separately from all other property.
(m)
Except as otherwise disclosed in the Property Information made
available to Purchaser pursuant to Section 3.03 and Section 3.04, Seller has no
knowledge of the existence or prior existence on the Property of any hazardous
substance, nor the existence on the Property of any above or below ground
storage tank.
WHENEVER REFERENCE IS MADE IN THIS CONTRACT TO THE KNOWLEDGE OF SELLER SUCH
REFERENCE SHALL BE DEEMED LIMITED TO THE ACTUAL
10
KNOWLEDGE OF DENNIS R. JOLICOEUR AND MICHAEL BEAN (THE "KNOWLEDGE PARTIES") AND
SHALL EXPRESSLY EXCLUDE ANY CONSTRUCTIVE KNOWLEDGE, AND ANY KNOWLEDGE WHICH
COULD BE IMPUTED TO THE KNOWLEDGE PARTIES.
PURCHASER ACKNOWLEDGES THAT THE
KNOWLEDGE PARTIES HAVE NOT UNDERTAKEN ANY INDEPENDENT INVESTIGATION WITH RESPECT
TO THE MATTERS SET FORTH IN THIS CONTRACT.
PURCHASER AGREES THAT IT HAS
INSPECTED AND WILL CONTINUE TO INSPECT AND ASSESS THE PROPERTY DURING THE REVIEW
PERIOD AND THAT PURCHASER WILL RELY SOLELY UPON SUCH INSPECTION AND ASSESSMENT
IN ELECTING WHETHER OR NOT TO PURCHASE THE PROPERTY.
IT IS UNDERSTOOD AND
AGREED BY SELLER AND PURCHASER THAT, IN ADDITION TO THE RELEASE SET FORTH IN
SECTION 3.01(B), PURCHASER IS PURCHASING THE PROPERTY "AS IS" AND "WHERE IS",
AND WITH ALL FAULTS AND DEFECTS, LATENT OR OTHERWISE, AND, EXCEPT AS EXPRESSLY
SET FORTH IN THIS CONTRACT AND THE CLOSING DOCUMENTS, SELLER IS MAKING NO
REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, BY OPERATION OF LAW OF
OTHERWISE, WITH RESPECT TO THE QUALITY, PHYSICAL CONDITION ENVIRONMENTAL
CONDITION, ZONING, ENTITLEMENTS, OCCUPANCY, COMPLIANCE WITH LAW, STATUS OF
TITLE, VALUE OR ANY OTHER MATTER CONCERNING OR RELATING TO THE PROPERTY, AND
PURCHASER IS NOT RELYING UPON ANY REPRESENTATIONS OR WARRANTIES NOT SET FORTH IN
THIS CONTRACT.
IN ADDITION TO AND NOT IN LIMITATION OF THE FOREGOING, IT IS
UNDERSTOOD AND AGREED BY SELLER AND PURCHASER THAT SELLER MAKES NO WARRANTY OF
HABITABILITY, SUITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR
FITNESS FOR ANY PURPOSE WITH REGARD TO THE PROPERTY.
PURCHASER RECOGNIZES,
STIPULATES AND AGREES THAT THE PROVISIONS OF THIS SECTION ARE A MATERIAL
INDUCEMENT TO SELLER IN CONNECTION WITH THE EXECUTION OF THIS CONTRACT AND THE
CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY AND THAT, BUT FOR THE
PROVISIONS OF THIS SECTION, SELLER WOULD NOT HAVE EXECUTED THIS CONTRACT OR
AGREED TO SELL THE PROPERTY ON THE TERMS AND CONDITIONS CONTAINED HEREIN.
THE
PROVISIONS OF THIS SECTION SHALL SURVIVE THE CLOSING.
PURCHASER HEREBY ACKNOWLEDGES THAT PURCHASER HAS READ AND IS FAMILIAR WITH THE
PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542 ("SECTION 1542"), WHICH IS SET
FORTH BELOW:
"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR