each term, covenant or condition of this Agreement shall
be valid and enforceable to the fullest extent permitted by law.
17.5.
This Agreement and the terms and provisions hereof shall inure to
the benefit of and be binding upon the parties hereto and their respective
heirs, executors, personal representative, successors and assigns whenever the
context so requires or admits.
17.6.
This Agreement shall be construed and enforced in accordance with
the laws of the State of Texas, without giving effect to the conflict of laws
provisions thereof.
17.7.
The Title Company is hereby designated as the "Reporting Person"
pursuant to Section 6045 of the Code and the regulations promulgated thereunder.
17.8.
The following exhibits have been attached to this Agreement and
incorporated herein by reference:
EXHIBIT A
-
Description of Property
EXHIBIT B
-
Form of Special Warranty Deed
EXHIBIT C
-
Bill of Sale and Blanket Assignment
EXHIBIT D
-
Tenant Notice Letter
EXHIBIT E
-
Proration Letter
17.9.
Purchaser is acquiring only the property of Seller and is not the
successor of Seller. Purchaser does not assume or agree to pay, or indemnify
Seller or any other person or entity against, any liability, obligation or
expense of Seller relating to the Property, except, and only to the extent, if
any, expressly provided for herein or in the documents executed at Closing.
18.
NO REPRESENTATIONS OR WARRANTIES
BY SELLER; ACCEPTANCE OF PROPERTY
18.1.
Disclaimer. EXCEPT AS EXPRESSLY PROVIDED ELSEWHERE IN THIS
AGREEMENT, PURCHASER ACKNOWLEDGES AND AGREES THAT SELLER HAS NOT MADE, DOES NOT
MAKE AND SPECIFICALLY NEGATES AND DISCLAIMS ANY REPRESENTATIONS, WARRANTIES
(OTHER THAN THE SPECIAL WARRANTY OF TITLE
17
AS SET OUT IN THE DEED AND THE BILL OF SALE), PROMISES, COVENANTS, AGREEMENTS OR
GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL
OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO
(A) THE VALUE, NATURE, QUALITY OR CONDITION OF THE PROPERTY, INCLUDING, WITHOUT
LIMITATION, THE WATER, SOIL AND GEOLOGY, (B) THE INCOME TO BE DERIVED FROM THE
PROPERTY, (C) THE SUITABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND
USES WHICH PURCHASER OR ANY TENANT MAY CONDUCT THEREON, (D) THE COMPLIANCE OF OR
BY THE PROPERTY OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS
OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, (E) THE HABITABILITY,
MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR
PURPOSE OF THE PROPERTY, (F) THE MANNER OR QUALITY OF THE CONSTRUCTION OR
MATERIALS, IF ANY, INCORPORATED INTO THE PROPERTY, (G) THE MANNER, QUALITY,
STATE OF REPAIR OR LACK OF REPAIR OF THE PROPERTY, OR (H) COMPLIANCE WITH ANY
ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE LAWS, RULES, REGULATIONS, ORDERS
OR REQUIREMENTS, INCLUDING THE EXISTENCE IN OR ON THE PROPERTY OF HAZARDOUS
MATERIALS (AS DEFINED BELOW) OR (I) ANY OTHER MATTER WITH RESPECT TO THE
PROPERTY. ADDITIONALLY, NO PERSON ACTING ON BEHALF OF SELLER IS AUTHORIZED TO
MAKE, AND BY EXECUTION HEREOF OF PURCHASER ACKNOWLEDGES THAT NO PERSON HAS MADE,
ANY REPRESENTATION, AGREEMENT, STATEMENT,