IN EXCESS OF THE PREMIUM FOR THE CLTA PORTION
OF THE OWNER'S POLICY OF TITLE INSURANCE; (V) FIFTY PERCENT (50%) OF ANY FEES
CHARGED BY ESCROW AGENT; AND (VI) BUYER'S COUNSEL'S FEES AND EXPENSES.
3.11
SURVIVAL.
THE PROVISIONS OF ARTICLE 3 WILL
SURVIVE THE CLOSING.
ARTICLE 4
REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS
4.1
SELLER'S REPRESENTATIONS AND WARRANTIES.
SELLER MAKES THE REPRESENTATIONS AND WARRANTIES TO BUYER THAT ARE SET FORTH
BELOW, AS OF THE DATE OF THIS AGREEMENT AND AS OF THE CLOSING DATE.
BUYER
ACKNOWLEDGES (I) THAT BUYER HAS ENTERED INTO THIS AGREEMENT WITH THE INTENTION
OF MAKING AND RELYING UPON ITS OWN INVESTIGATION OF THE PHYSICAL, ENVIRONMENTAL,
ECONOMIC AND LEGAL CONDITION OF THE PROPERTY, AND (II) THAT, OTHER THAN AS
SPECIFICALLY SET FORTH BELOW IN THIS SECTION 4.1, SELLER IS NOT MAKING AND HAS
NOT AT ANY TIME MADE ANY REPRESENTATION OR WARRANTY OF ANY KIND OR NATURE,
EITHER ORAL OR WRITTEN, DIRECTLY OR INDIRECTLY, EXPRESSED, IMPLIED, STATUTORY OR
OTHERWISE, WITH RESPECT TO THE PROPERTY, INCLUDING, WITHOUT LIMITATION,
REPRESENTATIONS OR WARRANTIES AS TO HABITABILITY, MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, TITLE (OTHER THAN SELLER'S LIMITED WARRANTY OF TITLE SET
FORTH IN THE DEED), ZONING, TAX CONSEQUENCES, LATENT OR PATENT PHYSICAL OR
ENVIRONMENTAL CONDITION, HEALTH OR SAFETY MATTERS, UTILITIES, OPERATING HISTORY
OR PROJECTIONS, VALUATION, PROJECTIONS, THE APPLICABILITY OF ANY LAWS, RULES OR
REGULATIONS OR COMPLIANCE THEREWITH.
BASED UPON BUYER'S FAMILIARITY WITH THE
PROPERTY, BUYER'S DUE DILIGENCE RELATING THE PROPERTY AND BUYER'S EXPERIENCE AND
KNOWLEDGE AS TO THE MARKET IN WHICH THE PROPERTY IS SITUATED AND AS TO
INVESTMENT IN AND OPERATION OF REAL ESTATE IN THE NATURE OF THE PROPERTY AND
COMMERCIAL REAL ESTATE IN GENERAL, BUYER SHALL PURCHASE THE PROPERTY ON THE
CLOSING DATE IN ITS "AS IS, WHERE IS AND WITH ALL FAULTS" CONDITION, WITHOUT ANY
REPRESENTATION OR WARRANTY WHATSOEVER, AS AFORESAID, EXCEPT AS SET FORTH IN THIS
SECTION 4.1, AND BUYER FULLY ASSUMES THE RISK THAT ADVERSE LATENT OR PATENT
PHYSICAL, STRUCTURAL, ENVIRONMENTAL, ECONOMIC OR LEGAL CONDITIONS MAY NOT HAVE
BEEN REVEALED BY BUYER'S INVESTIGATIONS.
SELLER AND BUYER ACKNOWLEDGE THAT THE
PURCHASE PRICE TO BE PAID TO SELLER FOR THE PROPERTY HAS TAKEN INTO ACCOUNT THAT
THE PROPERTY IS BEING SOLD SUBJECT TO THE FOREGOING PROVISIONS OF THIS SECTION
4.1.
4
(A)
SELLER IS THE OWNER OF THE PROPERTY AND
SELLER HAS THE RIGHT, POWER AND AUTHORITY TO ENTER INTO AND PERFORM THE TERMS
AND PROVISIONS OF THIS AGREEMENT.
THIS AGREEMENT HAS BEEN DULY AUTHORIZED,
EXECUTED AND DELIVERED BY SELLER AND ALL CONSENTS REQUIRED UNDER SELLER'S
ORGANIZATIONAL DOCUMENTS OR BY LAW HAVE BEEN OBTAINED.
ALL DOCUMENTS THAT ARE
TO BE EXECUTED BY SELLER AND DELIVERED TO BUYER ON THE CLOSING DATE HAVE BEEN,
OR ON THE CLOSING DATE WILL BE, DULY EXECUTED, AUTHORIZED AND DELIVERED BY
SELLER.
THIS AGREEMENT AND ALL SUCH DOCUMENTS ARE, AND ON THE CLOSING DATE WILL
BE, LEGAL, VALID AND BINDING OBLIGATIONS OF SELLER, ENFORCEABLE IN ACCORDANCE
WITH THEIR TERMS.
THE ENTERING INTO AND PERFORMANCE BY SELLER OF THE
TRANSACTIONS CONTEMPLATED BY