a breach of the representation and warranty or
the inaccuracy of the representation made by Buyer to Seller in this
Section 3.2(b).
(C)
FINANCING.
BUYER WILL HAVE AVAILABLE ON
THE SPEAKEASY CLOSING AND AT SUCH OTHER TIMES AS REQUIRED BY THIS AGREEMENT
SUFFICIENT FUNDS TO ENABLE BUYER TO PAY THE RESPECTIVE PORTIONS OF THE PURCHASE
PRICE AND ALL FEES AND EXPENSES NECESSARY OR RELATED TO THE CONSUMMATION OF THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
BUYER ACKNOWLEDGES THAT ITS
OBLIGATION TO CONSUMMATE THE TRANSACTIONS SET FORTH IN THIS AGREEMENT ARE NOT
SUBJECT TO ANY CONTINGENCY RELATING TO ITS ABILITY TO OBTAIN FINANCING.
(D)
BUYER ACCEPTS "AS IS."
BUYER HAS EXAMINED,
OR SHALL HAVE EXAMINED AS OF THE DUE DILIGENCE DEADLINE, THE HORSESHOE PROPERTY;
BUYER IS, OR SHALL BE AS OF THE DUE DILIGENCE DEADLINE FULLY FAMILIAR WITH THE
PHYSICAL CONDITION OF THE HORSESHOE PROPERTY; AND, EXCEPT AS OTHERWISE EXPRESSLY
PROVIDED IN THIS AGREEMENT, BUYER AGREES TO ACCEPT THE HORSESHOE PROPERTY AT THE
SPEAKEASY CLOSING IN ITS "AS IS" CONDITION AS OF THE SPEAKEASY CLOSING DATE,
SUBJECT TO
7
reasonable use, wear, tear and natural deterioration of the Horseshoe Property
between the date of this Agreement and the Speakeasy Closing Date, and further
subject to the provisions of this Agreement, and further agrees that Seller
shall not be liable for any latent or patent defects in the Horseshoe Property
or bound in any manner whatsoever by any guarantees, promises, projections,
operating expenses, set-ups or other information pertaining to the Horseshoe
Property made, furnished or claimed to have been made or furnished by Seller or
any other person or entity, whether verbally, or in writing, except as expressly
set forth in this Agreement.
(E)
NO REPRESENTATIONS OR WARRANTIES.
BUYER
ACKNOWLEDGES THAT NEITHER SELLER NOR ANY OF THE PARTNERS, EMPLOYEES, AGENT OR
ATTORNEYS OF SELLER HAVE MADE AND DO NOT MAKE ANY VERBAL OR WRITTEN
REPRESENTATIONS OR WARRANTIES WHATSOEVER TO BUYER, WHETHER EXPRESS OR IMPLIED,
AND, IN PARTICULAR, THAT NO SUCH REPRESENTATIONS AND WARRANTIES HAVE BEEN MADE
WITH RESPECT TO THE PHYSICAL CONDITION OR OPERATION OF THE HORSESHOE PROPERTY,
THE ACTUAL OR PROJECTED REVENUE AND EXPENSES OF THE HORSESHOE PROPERTY, THE
ZONING AND OTHER LAWS, REGULATIONS AND RULES APPLICABLE TO THE HORSESHOE
PROPERTY OR THE COMPLIANCE OF THE HORSESHOE PROPERTY THEREWITH, THE QUANTITY,
QUALITY OR CONDITION OF THE ARTICLES OF PERSONAL PROPERTY AND FIXTURES INCLUDED
IN THIS AGREEMENT, THE USE OR OCCUPANCY OF ALL OR ANY PORTION OF THE HORSESHOE
PROPERTY OR ANY OTHER MATTER OR THING AFFECTING OR RELATING TO THE HORSESHOE
PROPERTY, EXCEPT AS, AND SOLELY TO THE EXTENT SPECIFICALLY SET FORTH IN THIS
AGREEMENT, AND BUYER HAS NOT RELIED UPON ANY SUCH REPRESENTATIONS OR WARRANTIES
OR UPON ANY STATEMENTS MADE IN ANY INFORMATIONAL MATERIALS WITH RESPECT TO THE
HORSESHOE PROPERTY PROVIDED BY SELLER OR ANY PERSON OR ENTITY, AND HAS ENTERED
INTO THIS AGREEMENT AFTER HAVING MADE AND RELIED SOLELY UPON ITS OWN INDEPENDENT
INVESTIGATION, INSPECTION, ANALYSIS, APPRAISAL AND EVALUATION OF FACTS AND
CIRCUMSTANCES.
BUYER ACKNOWLEDGES THAT IT HAS NOT