WHERE IS, WITH ALL FAULTS".
PURCHASER REPRESENTS THAT IT IS A KNOWLEDGEABLE, EXPERIENCED AND SOPHISTICATED
PURCHASER OF REAL ESTATE, AND THAT IT IS RELYING SOLELY ON ITS OWN EXPERTISE AND
THAT OF PURCHASER'S CONSULTANTS IN PURCHASING THE PURCHASED ASSETS.
PURCHASER
HAS BEEN GIVEN A SUFFICIENT OPPORTUNITY TO CONDUCT AND HAS CONDUCTED SUCH
INSPECTIONS, INVESTIGATIONS AND OTHER INDEPENDENT EXAMINATIONS OF THE PURCHASED
ASSETS AND RELATED MATTERS AS PURCHASER DEEMS NECESSARY, INCLUDING BUT NOT
LIMITED TO THE PHYSICAL AND ENVIRONMENTAL CONDITIONS THEREOF, AND WILL RELY UPON
SAME AND NOT UPON ANY STATEMENTS OF SELLER (EXCLUDING THE LIMITED MATTERS
REPRESENTED BY SELLER IN SECTION 8.1 HEREOF AND WARRANTIES IN ANY CONVEYANCE
DOCUMENTS) NOR OF ANY OFFICER, DIRECTOR, EMPLOYEE, AGENT OR ATTORNEY OF SELLER.
PURCHASER ACKNOWLEDGES AND AGREES THAT ALL INFORMATION OBTAINED BY PURCHASER WAS
OBTAINED FROM A VARIETY OF SOURCES, AND SELLER WILL NOT BE DEEMED TO HAVE
REPRESENTED OR WARRANTED THE COMPLETENESS, TRUTH OR ACCURACY OF ANY DOCUMENT OR
OTHER INFORMATION HERETOFORE OR HEREAFTER FURNISHED TO PURCHASER.
UPON THE
CLOSING, PURCHASER WILL ASSUME THE RISK THAT ADVERSE MATTERS, INCLUDING, BUT NOT
LIMITED TO, ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS, MAY NOT HAVE BEEN
REVEALED BY PURCHASER'S INSPECTIONS AND INVESTIGATIONS. SUBJECT TO AND IN
ACCORDANCE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT, PURCHASER
ACKNOWLEDGES AND AGREES THAT, UPON THE CLOSING, SELLER WILL SELL AND CONVEY TO
PURCHASER, AND PURCHASER WILL PURCHASE AND ACCEPT THE PURCHASED ASSETS, "AS IS,
WHERE IS, WITH ALL FAULTS".
PURCHASER FURTHER ACKNOWLEDGES AND
19
AGREES THAT THERE ARE NO ORAL AGREEMENTS, WARRANTIES OR REPRESENTATIONS
COLLATERAL TO OR AFFECTING THE PURCHASED ASSETS BY SELLER, ANY AGENT OF SELLER
OR ANY THIRD PARTY. SELLER IS NOT LIABLE OR BOUND IN ANY MANNER BY ANY ORAL OR
WRITTEN STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PURCHASED
ASSETS FURNISHED BY ANY REAL ESTATE BROKER, AGENT, EMPLOYEE OR OTHER PERSON,
UNLESS THE SAME ARE SPECIFICALLY SET FORTH OR REFERRED TO HEREIN OR IN ANY
CONVEYANCE DOCUMENTS.
PURCHASER ACKNOWLEDGES AND AGREES THAT THE PURCHASE PRICE
REFLECTS THE "AS IS, WHERE IS" NATURE OF THIS SALE AND ANY FAULTS, LIABILITIES,
DEFECTS OR OTHER ADVERSE MATTERS THAT MAY BE ASSOCIATED WITH THE PURCHASED
ASSETS.
PURCHASER, WITH PURCHASER'S COUNSEL, HAS FULLY REVIEWED THE DISCLAIMERS
AND WAIVERS SET FORTH IN THIS AGREEMENT AND UNDERSTANDS THE SIGNIFICANCE OF EACH
AND AGREES THAT THE DISCLAIMERS AND OTHER AGREEMENTS SET FORTH HEREIN ARE AN
INTEGRAL PART OF THIS AGREEMENT, AND THAT SELLER WOULD NOT HAVE AGREED TO SELL
THE PURCHASED ASSETS TO PURCHASER FOR THE PURCHASE PRICE WITHOUT THE DISCLAIMERS
AND OTHER AGREEMENTS SET FORTH IN THIS AGREEMENT.
ARTICLE VII
COVENANTS
Section 7.1
Interim Operating Covenants.
Seller covenants to
Purchaser that, from the Effective Date until the Closing, Seller will:
(a)
Operations.
Continue to operate, manage and maintain the
Properties in the ordinary course of Seller's business and substantially in
accordance with Seller's present practice, subject to ordinary wear and tear and
further subject to Article XI, provided that Seller's obligations under this
Section 7.1(a) shall not include any obligations to