SELLER'S BEHALF CONCERNING THE
PROPERTY. ADDITIONALLY, BUYER AND SELLER HEREBY AGREE THAT (A) EXCEPT FOR
SELLER'S WARRANTIES, BUYER IS TAKING THE PROPERTY "AS IS" WITH ALL LATENT AND
PATENT DEFECTS AND THAT EXCEPT FOR SELLER'S WARRANTIES, THERE IS NO WARRANTY BY
SELLER THAT THE PROPERTY IS FIT FOR A PARTICULAR PURPOSE, (B) EXCEPT FOR
SELLER'S WARRANTIES, BUYER IS SOLELY RELYING UPON ITS EXAMINATION OF THE
PROPERTY, AND (C) BUYER TAKES THE PROPERTY UNDER THIS AGREEMENT UNDER THE
EXPRESS UNDERSTANDING THAT THERE ARE NO EXPRESS OR IMPLIED WARRANTIES (EXCEPT
FOR SELLER'S WARRANTIES).
WITH RESPECT TO THE FOLLOWING, AND EXCEPT AS PROVIDED IN SELLER'S WARRANTIES,
BUYER FURTHER ACKNOWLEDGES AND AGREES THAT SELLER SHALL NOT HAVE ANY LIABILITY,
OBLIGATION OR RESPONSIBILITY OF ANY KIND AND THAT SELLER HAS MADE NO
REPRESENTATIONS OR WARRANTIES OF ANY KIND:
1.
THE CONTENT OR ACCURACY OF ANY REPORT, STUDY, OPINION OR CONCLUSION OF
ANY SOILS, TOXIC, ENVIRONMENTAL OR OTHER ENGINEER OR OTHER PERSON OR ENTITY WHO
HAS EXAMINED THE PROPERTY OR ANY ASPECT THEREOF;
2.
THE CONTENT OR ACCURACY OF ANY OF THE ITEMS (INCLUDING, WITHOUT
LIMITATION, THE PROPERTY INFORMATION) DELIVERED TO BUYER PURSUANT TO BUYER'S
REVIEW OF THE CONDITION OF THE PROPERTY; OR
3.
THE CONTENT OR ACCURACY OF ANY PROJECTION, FINANCIAL OR MARKETING
ANALYSIS OR OTHER INFORMATION GIVEN TO BUYER BY SELLER OR REVIEWED BY BUYER WITH
RESPECT TO THE PROPERTY.
BUYER ALSO ACKNOWLEDGES THAT THE REAL PROPERTY MAY OR MAY NOT CONTAIN ASBESTOS
AND, IF THE REAL PROPERTY CONTAINS ASBESTOS, THAT BUYER MAY OR MAY NOT BE
REQUIRED TO REMEDIATE ANY ASBESTOS CONDITION IN ACCORDANCE WITH APPLICABLE LAW.
BUYER IS A SOPHISTICATED REAL ESTATE INVESTOR AND IS, OR WILL BE AS OF THE CLOSE
OF ESCROW, FAMILIAR WITH THE REAL PROPERTY AND ITS SUITABILITY FOR BUYER'S
INTENDED USE. THE PROVISIONS OF THIS SECTION 11.2 SHALL SURVIVE INDEFINITELY ANY
CLOSING OR TERMINATION OF THIS AGREEMENT AND SHALL NOT BE MERGED INTO THE
DOCUMENTS EXECUTED AT CLOSE OF ESCROW.
BUYER IS SPECIFICALLY AWARE THAT SELLER IS A DEBTOR-IN-POSSESSION UNDER THE
BANKRUPTCY CASE, THAT ONCE THIS SALE HAS CLOSED, REMAINING PROCEEDS OF SALE WILL
BE DISTRIBUTED IN ACCORDANCE WITH FURTHER ORDERS OF THE BANKRUPTCY COURT, THAT
THE SELLER HAS NO MATERIAL ASSETS OTHER THAN THE PROPERTY, AND THAT IT IS THE
SELLER'S INTENT TO TERMINATE ITS EXISTENCE, SUBJECT TO THE PROVISIONS OF THIS
AGREEMENT.
THE BUYER WAIVES ANY CLAIM OF ANY NATURE TO RECOVER ANY PORTION OF THE SALE
PROCEEDS OR ANY DAMAGES FROM THE CREDITORS OR OTHER PARTIES IN INTEREST IN THE
BANKRUPTCY CASE.
THE BUYER WAIVES AND FOREVER RELEASES ANY CLAIM OR ANY NATURE NOW EXISTING OR
HEREAFTER ARISING AGAINST MARCUS ROGERS IN ANY CAPACITY WITH THE SELLER OR THE
ESTATE OF JAMES F. COTTER, DECEASED, OR ANY OF CONSULTANTS, REALTORS, BROKERS,
AGENTS, LAWYERS, ACCOUNTANTS, OTHER EXPERTS, EMPLOYEES, OR STAFF OF THE SELLER
OR OF MR. ROGERS IN ANY CAPACITY, WITH RESPECT TO THE PROPERTY.
15
12.BUYER'S COVENANTS, REPRESENTATIONS AND WARRANTIES; RELEASE; ERISA;
INDEMNIFICATION.
In consideration of Seller entering into this Agreement and as an