Warranties. All
representations and warranties contained in Section 5.01 and Section 5.02 shall
be deemed restated on (and made as of) the Closing Date and shall survive for
the period of one (1) year from the Closing Date.
Section 5.04
As-Is Purchase/Disclaimer of Implied Representations or
Warranties.
(a)AS-IS PURCHASE. THE COMPANY ACKNOWLEDGES, REPRESENTS AND WARRANTS THAT,
EXCEPT AS EXPRESSLY PROVIDED IN Section 5.01 ABOVE OR IN THE EXHIBITS OR THE
DISCLOSURE SCHEDULE OR ANY SCHEDULE UPDATE AND WITHOUT AFFECTING ANY OF THE
OBLIGATIONS OF CONTRIBUTOR OR THE COMPANY UNDER THIS AGREEMENT: (I) ANY
INFORMATION INCLUDING DOCUMENTS AND OTHER INFORMATION PROVIDED, SUPPLIED OR MADE
AVAILABLE BY CONTRIBUTOR IS FURNISHED TO THE COMPANY SOLELY AS A COURTESY; (II)
THE INFORMATION IS PROVIDED, AND THE PROPERTY IS CONTRIBUTED TO THE COMPANY, ON
AN AS-IS- WHERE-IS BASIS AND CONTRIBUTOR MAKES NO REPRESENTATION, EXPRESS OR
IMPLIED, OR ARISING BY OPERATION OF LAW OR OTHERWISE, INCLUDING, BUT IN NO WAY
LIMITED TO, ANY WARRANTY OF CONDITION, MERCHANTABILITY, OR FITNESS FOR A
PARTICULAR PURPOSE AS TO THE INFORMATION OR THE PROPERTY; AND (II) NO
REPRESENTATIONS, WHETHER WRITTEN OR ORAL, HAVE BEEN MADE BY CONTRIBUTOR, OR ITS
AGENTS OR EMPLOYEES IN ORDER TO INDUCE THE COMPANY TO ENTER INTO THIS AGREEMENT.
(b)EXCEPT AS EXPRESSLY PROVIDED IN Section 5.01 AND WITHOUT AFFECTING ANY OF THE
OBLIGATIONS OF CONTRIBUTOR OR THE COMPANY UNDER THIS AGREEMENT, AS PART OF THE
COMPANY'S AGREEMENT TO ACCEPT THE PROPERTY AS-IS-WHERE-IS, AND NOT AS A
LIMITATION ON SUCH AGREEMENT, THE COMPANY HEREBY UNCONDITIONALLY AND IRREVOCABLY
WAIVES AND RELEASES ANY AND ALL ACTUAL OR POTENTIAL RIGHTS THE COMPANY MIGHT
HAVE REGARDING ANY FORM OF WARRANTY, EXPRESS OR IMPLIED, OF ANY KIND OR TYPE,
RELATING TO THE PROPERTY AND THE INFORMATION.
(c)RELEASE. WITH THE EXCEPTION OF: (I) CONTRIBUTOR' S DEFAULT, CONTRIBUTOR'S
BREACH OF ANY REPRESENTATION OR WARRANTY OF CONTRIBUTOR, OR CONTRIBUTOR'S
COVENANTS OR INDEMNIFICATION OBLIGATION SPECIFICALLY SET FORTH IN THIS
AGREEMENT, OR (II) ANY CLAIMS ARISING OUT OF CONTRIBUTOR'S FRAUD, THE COMPANY,
FOR ITSELF AND ITS AGENTS, AFFILIATES, SUCCESSORS AND ASSIGNS, HEREBY RELEASES
AND FOREVER DISCHARGES CONTRIBUTOR FROM AND AGAINST ANY AND ALL COST, LIABILITY
OR DEMAND ARISING OUT OF OR RELATED TO THE PROPERTY WHICH THE COMPANY HAS AT
CLOSING OR MAY HAVE IN THE FUTURE.
THE COMPANY HEREBY SPECIFICALLY ACKNOWLEDGES THAT THE COMPANY HAS CAREFULLY
REVIEWED TIDS SUBSECTION AND DISCUSSED ITS IMPORT WITH LEGAL COUNSEL AND THAT
THE PROVISIONS OF TIDS SUBSECTION ARE A MATERIAL PART OF THE AGREEMENT AND OF
THE CONSIDERATION GIVEN TO CONTRIBUTOR UNDER THE AGREEMENT.
Company's Initials: _________
ARTICLE VI CLOSING MATTERS
Section 6.01 Closing. The closing of the transaction contemplated hereby (the
"Closing") shall take place through the parties' authorized release of the
escrow established with the Title Company not later than 5:00 PM, Seattle,
Washington time on January 15, 2015 the "Closing Date").
Section 6.02 New York Style Closing. This transaction shall be closed by means
of a so-called "New York Style Closing," with the concurrent delivery of the
documents of title, and the delivery of the Title Policies;