SUCH INFORMATION AND, EXCEPT AS
OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, MAKES NO REPRESENTATIONS AS TO
THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION. BUYER AGREES TO FULLY AND
IRREVOCABLY RELEASE SELLER FROM ANY AND ALL CLAIMS THAT THEY MAY NOW HAVE OR
HEREAFTER ACQUIRE AGAINST SELLER FOR ANY COSTS, LOSS, LIABILITY, DAMAGE,
EXPENSE, DEMAND, ACTION OR CAUSE OF ACTION ARISING FROM SUCH INFORMATION OR
DOCUMENTATION. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, SELLER
IS NOT LIABLE OR BOUND IN ANY MANNER BY ANY ORAL OR WRITTEN STATEMENTS,
REPRESENTATIONS OR INFORMATION PERTAINING TO THE PROPERTY, OR THE OPERATION
THEREOF, FURNISHED BY ANY REAL ESTATE BROKER, AGENT, EMPLOYEE, SERVANT OR OTHER
PERSON. BUYER FURTHER ACKNOWLEDGES AND AGREES THAT TO THE MAXIMUM EXTENT
PERMITTED BY LAW, THE SALE OF THE PROPERTY AS PROVIDED FOR HEREIN IS MADE ON AN
"AS IS" CONDITION AND BASIS WITH ALL FAULTS, AND THAT SELLER HAS NO OBLIGATIONS
TO MAKE REPAIRS, REPLACEMENTS OR IMPROVEMENTS EXCEPT AS MAY OTHERWISE BE
EXPRESSLY STATED HEREIN. BUYER REPRESENTS, WARRANTS, AND COVENANTS TO SELLER,
WHICH REPRESENTATION, WARRANTY, AND COVENANT SHALL SURVIVE THE CLOSE OF ESCROW
AND NOT BE MERGED WITH THE DEED, THAT, EXCEPT FOR SELLER'S EXPRESS
REPRESENTATIONS AND WARRANTIES SPECIFIED IN THIS AGREEMENT, BUYER IS RELYING
SOLELY UPON BUYER'S OWN INVESTIGATION OF THE PROPERTY.
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BY INITIALING BELOW, BUYER ACKNOWLEDGES THAT (i) THIS SECTION 7.2 HAS BEEN READ
AND FULLY UNDERSTOOD, (ii) BUYER HAS HAD THE CHANCE TO ASK QUESTIONS OF ITS
COUNSEL ABOUT ITS MEANING AND SIGNIFICANCE, AND (iii) BUYER HAS ACCEPTED AND
AGREED TO THE TERMS SET FORTH IN THIS SECTION 7.2.
BUYER'S INITIALS
7.3 Seller's Maintenance of the Property. Between the date of
execution of this Agreement and the Closing Date, Seller shall maintain the
Property in substantially the same manner as prior hereto pursuant to Seller's
normal course of business, subject to reasonable wear and tear and further
subject to the occurrence of any damage or destruction to the Property by
casualty or condemnation of the Property, provided, however, that Seller's
maintenance obligation under this Section shall not include any obligation to
make capital expenditures or other expenditures not incurred in Seller's normal
course of business.
8. Damage or Destruction; Condemnation
8.1 Material Taking. For purposes of this Agreement, (a) a taking by
eminent domain of a portion of the Property shall be deemed to affect a
"material part" of the Property if the estimated value of the portion of the
Property taken exceeds ten percent (10%) of the Purchase Price, and (b) the
destruction of a "material part" of the Property shall be deemed to mean an
insured or uninsured casualty to the Property following Buyer's inspection of
the Property and prior to the Close of Escrow having an estimated cost of repair
which equals or exceeds ten percent (10%) of the Purchase Price.
8.2 Definitions. The phrase "estimated value" shall mean an estimate
obtained from an M.A.I. appraiser, who has at least five (5) years experience
evaluating property located in the County where