WHICH THE INDEMNIFYING PARTY RECEIVES NOTIFICATION OF
A CLAIM FOR INDEMNIFICATION SHALL DETERMINE WHETHER SUCH CLAIM IS TIMELY MADE.
ARTICLE IV
TITLE MATTERS
SECTION 4.1
ENCUMBRANCES.
(A)
EXCEPT TO THE EXTENT PROVIDED IN ANY OTHER DOCUMENT EXECUTED IN
CONNECTION WITH THIS AGREEMENT OR THE OFFERING, THE CONTRIBUTION AND CONVEYANCE
(BY OPERATION OF LAW OR OTHERWISE) OF THE ASSETS PURSUANT TO THIS AGREEMENT ARE
MADE EXPRESSLY SUBJECT TO ALL RECORDED AND UNRECORDED LIENS (OTHER THAN
CONSENSUAL LIENS), ENCUMBRANCES, AGREEMENTS, DEFECTS, RESTRICTIONS, ADVERSE
CLAIMS AND ALL LAWS, RULES, REGULATIONS, ORDINANCES, JUDGMENTS AND ORDERS OF
GOVERNMENTAL AUTHORITIES OR TRIBUNALS HAVING OR ASSERTING JURISDICTIONS OVER THE
ASSETS AND OPERATIONS CONDUCTED THEREON OR IN CONNECTION THEREWITH, IN EACH CASE
TO THE EXTENT THE SAME ARE VALID AND ENFORCEABLE AND AFFECT THE ASSETS,
INCLUDING ALL MATTERS THAT A CURRENT SURVEY OR VISUAL INSPECTION OF THE ASSETS
WOULD REFLECT.
(B)
TO THE EXTENT THAT CERTAIN JURISDICTIONS IN WHICH THE ASSETS ARE
LOCATED MAY REQUIRE THAT DOCUMENTS BE RECORDED IN ORDER TO EVIDENCE THE
TRANSFERS OF TITLE REFLECTED IN THIS AGREEMENT, THEN THE PROVISIONS SET FORTH IN
SECTION 4.1(A) IMMEDIATELY ABOVE SHALL ALSO BE APPLICABLE TO THE CONVEYANCES
UNDER SUCH DOCUMENTS.
12
Section 4.2
Disclaimer of Warranties; Subrogation; Waiver of Bulk
Sales Laws.
(A)
EXCEPT TO THE EXTENT PROVIDED IN ANY OTHER DOCUMENT EXECUTED OR
DELIVERED IN CONNECTION WITH THIS AGREEMENT OR THE OFFERING, THE PARTIES
ACKNOWLEDGE AND AGREE THAT NONE OF THE PARTIES HAS MADE, DOES NOT MAKE, AND EACH
SUCH PARTY SPECIFICALLY NEGATES AND DISCLAIMS, ANY REPRESENTATIONS, WARRANTIES,
PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER
WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY, ORAL OR WRITTEN, PAST OR
PRESENT, REGARDING (A) THE VALUE, NATURE, QUALITY OR CONDITION OF THE ASSETS
INCLUDING THE WATER, SOIL, GEOLOGY OR ENVIRONMENTAL CONDITION OF THE ASSETS
GENERALLY, INCLUDING THE PRESENCE OR LACK OF HAZARDOUS SUBSTANCES OR OTHER
MATTERS ON THE ASSETS, (B) THE INCOME TO BE DERIVED FROM THE ASSETS, (C) THE
SUITABILITY OF THE ASSETS FOR ANY AND ALL ACTIVITIES AND USES THAT MAY BE
CONDUCTED THEREON, (D) THE COMPLIANCE OF OR BY THE ASSETS OR THEIR OPERATION
WITH ANY LAWS (INCLUDING ANY ZONING, ENVIRONMENTAL PROTECTION, POLLUTION OR LAND
USE LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS), OR (E) THE HABITABILITY,
MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR
PURPOSE OF THE ASSETS.
EXCEPT TO THE EXTENT PROVIDED IN ANY OTHER DOCUMENT
EXECUTED OR DELIVERED IN CONNECTION WITH THIS AGREEMENT OR THE OFFERING, THE
PARTIES ACKNOWLEDGE AND AGREE THAT EACH HAS HAD THE OPPORTUNITY TO INSPECT THE
RESPECTIVE ASSETS, AND EACH IS RELYING SOLELY ON ITS OWN INVESTIGATION OF THE
RESPECTIVE ASSETS AND NOT ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY ANY
OF THE PARTIES.
EXCEPT TO THE EXTENT PROVIDED IN ANY OTHER DOCUMENT EXECUTED OR
DELIVERED IN CONNECTION WITH THIS AGREEMENT OR THE OFFERING, NONE OF THE PARTIES
IS LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS,
REPRESENTATIONS OR INFORMATION PERTAINING TO THE ASSETS FURNISHED BY ANY AGENT,
EMPLOYEE, SERVANT OR THIRD