the alleged loss (and Parent
and/or Seller shall have no further obligations under this Section 7.3 with
respect to the excess amount), and retain such amount of net worth until such
time as the action has been finally adjudicated (and all appeal periods have
passed) or the action is settled, at which time Parent or any Seller shall have
no further obligations under this Section 7.3.
PROPERTY SOLD AS IS. THE SALE OF THE PROPERTIES AS PROVIDED FOR HEREIN IS MADE
ON AN "AS IS" BASIS, BASED UPON THE CONDITION OF THE PROPERTY AS OF THE DATE OF
THIS AGREEMENT, REASONABLE WEAR AND TEAR AND, SUBJECT TO THE PROVISIONS OF
ARTICLE XI HEREOF, LOSS BY CONDEMNATION OR FIRE OR OTHER CASUALTY EXCEPTED, WITH
ALL FAULTS AND DEFECTS AND BUYER EXPRESSLY ACKNOWLEDGES THAT, EXCEPT AS
OTHERWISE EXPRESSLY SPECIFIED HEREIN OR IN THE WARRANTY DEED, SELLERS MAKE NO
WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, OR ARISING BY OPERATION OF LAW,
INCLUDING, BUT IN NO WAY LIMITED TO, ANY WARRANTY OF QUANTITY, QUALITY,
CONDITION, VALUE, EXPENSE OF OPERATION OR INCOME POTENTIAL, HABITABILITY,
MERCHANTABILITY, SUITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE
PROPERTIES, ANY IMPROVEMENTS, THE PERSONALITY OR THE SOIL CONDITIONS. EXCEPT AS
EXPRESSLY STATED IN THIS AGREEMENT, SELLERS HEREBY SPECIFICALLY DISCLAIM ANY
REPRESENTATION OR WARRANTY, ORAL OR WRITTEN,
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INCLUDING, BUT NOT LIMITED TO THOSE CONCERNING (I) THE NATURE AND CONDITION OF
THE PROPERTIES AND THE SUITABILITY OF THE PROPERTIES FOR ANY AND ALL ACTIVITIES
AND USES WHICH BUYER MAY ELECT TO CONDUCT THEREON, (II) THE MANNER,
CONSTRUCTION, CONDITION AND STATE OF REPAIR OR LACK OF REPAIR OF THE
IMPROVEMENTS, AND (III) THE COMPLIANCE OF THE PROPERTIES, THE IMPROVEMENTS OR
ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY GOVERNMENT
OR OTHER BODY, IT BEING SPECIFICALLY UNDERSTOOD THAT BUYER SHALL HAVE THE FULL
OPPORTUNITY DURING THE DUE DILIGENCE PERIOD TO DETERMINE FOR ITSELF THE
CONDITION OF THE PROPERTIES OR ANY PART OR PORTION THEREOF.
ARTICLE VIII
REPRESENTATIONS AND WARRANTIES OF BUYER
SECTION 8.1 Representations and Warranties of Buyer. Buyer makes the following
representations and warranties to Sellers as of the Effective Date:
(a) Buyer has full legal right, power and authority to enter into this Agreement
and the Related Agreements and to consummate the Transactions, and this
Agreement constitutes, and upon execution and delivery the Related Agreements
will constitute, legal, valid and binding obligations of Buyer, enforceable in
accordance with their respective terms, except as enforceability may be limited
by bankruptcy, insolvency, moratorium or other laws affecting the enforcement of
creditors' rights generally, or by principles of equity, whether applied in a
proceeding at law or in equity. The consent or approval of no Person or
governmental authority is necessary for Buyer to perform fully its obligations
hereunder and under the Related Agreements.
(b) Buyer is duly organized, validly existing and in good standing in the state
of Delaware, with full power and authority to own its assets and carry on its
business as it is now operated and