AND WILL RELY UPON SAME AND NOT UPON ANY STATEMENTS OF SELLERS OR OF ANY MEMBER,
MANAGER, OFFICER, DIRECTOR, AGENT OR ATTORNEY OF SELLERS.
BUYER ACKNOWLEDGES
THAT ALL INFORMATION OBTAINED BY BUYER WILL BE OBTAINED FROM A VARIETY OF
SOURCES AND, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, SELLERS WILL NOT
BE DEEMED TO HAVE REPRESENTED OR WARRANTED THE COMPLETENESS, ADEQUACY, TRUTH OR
ACCURACY OF ANY OF THE DUE DILIGENCE ITEMS OR OTHER SUCH INFORMATION HERETOFORE
OR HEREAFTER FURNISHED TO BUYER.
UPON CLOSING, BUYER ACKNOWLEDGES THE RISK THAT
ADVERSE MATTERS, INCLUDING, BUT NOT LIMITED TO, ADVERSE PHYSICAL AND
ENVIRONMENTAL CONDITIONS, MAY NOT HAVE BEEN REVEALED BY BUYER'S INSPECTIONS AND
INVESTIGATIONS.
BUYER ACKNOWLEDGES AND AGREES THAT UPON CLOSING, EXCEPT AS
OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT AND DOCUMENTS DELIVERED AT
CLOSING, SELLERS WILL SELL AND CONVEY TO BUYER, AND BUYER WILL ACCEPT THE
PROPERTY, "AS IS, WHERE IS," WITH ALL FAULTS.
BUYER FURTHER ACKNOWLEDGES AND
AGREES THAT THERE ARE NO ORAL AGREEMENTS, WARRANTIES OR REPRESENTATIONS,
COLLATERAL TO OR AFFECTING THE PROPERTY, BY SELLERS, ANY AGENT OF SELLERS OR ANY
THIRD PARTY.
SELLERS ARE NOT LIABLE OR BOUND IN ANY MANNER BY ANY ORAL OR
WRITTEN STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PROPERTY
FURNISHED BY ANY REAL ESTATE BROKER, AGENT, EMPLOYEE, SERVANT OR OTHER PERSON,
UNLESS THE SAME ARE SPECIFICALLY SET FORTH OR REFERRED TO HEREIN.
BUYER
ACKNOWLEDGES 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 PROPERTY.
BUYER, WITH BUYER'S COUNSEL, HAS FULLY
REVIEWED THE DISCLAIMERS AND WAIVERS SET FORTH IN THIS AGREEMENT, AND
UNDERSTANDS THE SIGNIFICANCE AND EFFECT THEREOF.
BUYER ACKNOWLEDGES AND AGREES
THAT THE DISCLAIMERS AND OTHER AGREEMENTS SET FORTH HEREIN ARE AN INTEGRAL
PART OF THIS AGREEMENT, AND THAT SELLERS WOULD NOT HAVE AGREED TO SELL THE
PROPERTY TO BUYER FOR THE PURCHASE PRICE WITHOUT THE DISCLAIMER AND OTHER
AGREEMENTS SET FORTH IN THIS AGREEMENT.
THE TERMS AND CONDITIONS OF THIS
PARAGRAPH WILL EXPRESSLY SURVIVE THE CLOSING.
16.
BUYER'S REPRESENTATIONS AND WARRANTIES.
As a material inducement
to the execution and delivery of this Agreement by Sellers and the performance
by Sellers of their duties and obligations hereunder, Buyer does hereby
acknowledge, warrant, represent and agree to and with Sellers that as of the
Effective Date and as of the Closing Date:
(a)
Due Authorization.
Buyer is validly existing and in good standing
under the laws of the state in which it was formed.
Buyer has full power to
execute, deliver and carry
28
out the terms and provisions of this Agreement and each of the other agreements,
instruments and documents herein required to be made or delivered by Buyer
pursuant hereto, and, has taken all necessary action to authorize the execution
and delivery and performance of this Agreement and such other agreements,
instruments and documents.
The individuals executing this Agreement and all
other agreements, instruments and documents herein required to be made or
delivered