applicable to the
Property without Buyer's prior written consent.
7.4.5. From the Effective Date through the Closing Date, Seller shall not,
without Buyer's prior written consent, lease, transfer, mortgage, pledge, or
convey its interest in the Property or any portion thereof to any third party,
or create any new easement, restriction or covenant affecting the Land that
would survive the Closing Date.
7.4.6. From the Effective Date through the Closing Date, Seller shall promptly
notify Buyer of any material change with respect to the Property or with respect
to any information heretofore or hereafter furnished by Seller to Buyer
regarding the Property, of which Seller obtains knowledge which would make any
of the representations, warranties, covenants and agreements contained in this
Article 7 and/or in the Property Information Disclosure, untrue or materially
misleading.
7.5.
Disclaimer.
BUYER AND SELLER ACKNOWLEDGE THAT THEY ARE
SOPHISTICATED PARTIES AND ARE REPRESENTED BY COUNSEL.
EXCEPT FOR THE SPECIAL
WARRANTY OF TITLE TO BE CONTAINED IN SELLER'S DEED AND THE BILL OF SALE AND THE
EXPRESS REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS ARTICLE 7, THE PROPERTY
WILL BE CONVEYED AND TRANSFERRED TO BUYER "AS IS, WHERE IS AND WITH ALL
FAULTS."
SELLER DOES NOT WARRANT OR MAKE ANY REPRESENTATION,
9
EXPRESS OR IMPLIED, AS TO ITS FITNESS FOR A PARTICULAR PURPOSE, MARKETABILITY,
DESIGN, QUANTITY, QUALITY, LAYOUT, FOOTAGE, PHYSICAL OR ENVIRONMENTAL CONDITION,
OPERATION, COMPLIANCE WITH SPECIFICATIONS, ABSENCE OF LATENT DEFECTS, OR
COMPLIANCE WITH LAWS AND REGULATIONS; OR THE FITNESS OF THE PROPERTY FOR BUYER'S
PLANNED USE.
IF CLOSING SHALL OCCUR, EXCEPT FOR LIABILITY ARISING OUT OF THE
INACCURACY OF THE EXPRESS REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS
CONTRACT, SELLER AND SELLER'S AFFILIATES SHALL BE DEEMED TO BE AUTOMATICALLY
RELEASED BY BUYER AND ITS SUCCESSORS AND ASSIGNS OF AND FROM ALL LIABILITIES,
OBLIGATIONS AND CLAIMS, KNOWN OR UNKNOWN, THAT BUYER MIGHT OTHERWISE HAVE HAD
AGAINST SELLER OR SELLER'S AFFILIATES, OR THAT ARISE IN THE FUTURE BASED IN
WHOLE OR IN PART UPON THE PRESENCE OF RADIOACTIVE, HAZARDOUS OR TOXIC MATERIALS
OR OTHER ENVIRONMENTAL CONTAMINATION ON, WITHIN OR MIGRATING FROM THE LAND
(INCLUDING, WITHOUT LIMITATION, CLAIMS ASSERTED UNDER ANY ENVIRONMENTAL LAWS).
THE TERM "SELLER'S AFFILIATES" AS USED HEREIN MEANS (A) AN ENTITY THAT DIRECTLY
OR INDIRECTLY CONTROLS, IS CONTROLLED BY OR IS UNDER COMMON CONTROL WITH SELLER,
OR (B) AN ENTITY AT LEAST A MAJORITY OF WHOSE ECONOMIC INTEREST IS OWNED BY
SELLER OR WHICH OWNS SELLER; AND THE TERM "CONTROL" MEANS THE POWER TO DIRECT
THE MANAGEMENT OF SUCH ENTITY THROUGH VOTING RIGHTS, OWNERSHIP OR CONTRACTUAL
OBLIGATIONS.
THE TERM "ENVIRONMENTAL LAWS" AS USED HEREIN INCLUDES WITHOUT
LIMITATION, THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY
ACT, THE SOLID WASTE DISPOSAL ACT (INCLUDING THE RESOURCE CONSERVATION AND
RECOVERY ACT), THE CLEAN WATER ACT, THE CLEAN AIR ACT, THE TOXIC SUBSTANCES
CONTROL ACT, THE SAFE DRINKING WATER ACT, AS ALL THE SAME HAVE BEEN OR MAY BE
AMENDED, AND THE REGULATIONS PROMULGATED PURSUANT THERETO, OR ANY OTHER FEDERAL,
STATE OR LOCAL ENVIRONMENTAL LAW, ORDINANCE, RULE OR REGULATION.
THE