Seller to CBRE, Inc. ("Broker") pursuant to a
separate written agreement between Seller and Broker. Such commission will be
deemed earned and will be due and payable only if, as and when the sale
contemplated by this Contract is consummated. Buyer and Seller will indemnify,
defend and hold each other harmless from any claim, liability, obligation, cost
or expense (including attorneys' fees and expenses) for fees or commissions
relating to Buyer's purchase of the Property asserted against either party by
any broker or other person (other than the Broker) claiming by, through or under
the indemnifying party or whose claim is based on the indemnifying party's acts.
The terms and provisions hereof supersede in their entirety any conflicting
terms in prior agreements or understandings of any kind or character between
Seller and Broker with respect to the payment of a commission, finder's fee or
other sum in connection with the sale of the Property. Buyer acknowledges that
Broker may be an entity related to Seller. The provision of this Section 8 shall
survive the Closing or any termination of this Contract and are not subject to
any liquidated damage limitation on remedies, notwithstanding anything to the
contrary in this Contract.
9.
LIMITATION OF SELLER'S REPRESENTATIONS AND WARRANTIES:
(a)
EXCEPT AS OTHERWISE SPECIFICALLY STATED IN THIS CONTRACT, SELLER HEREBY
SPECIFICALLY DISCLAIMS ANY WARRANTY, GUARANTY OR REPRESENTATION, ORAL OR
WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, OR CONCERNING (i) THE NATURE AND
CONDITION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL AND
GEOLOGY, AND THE SUITABILITY THEREOF AND OF THE PROPERTY FOR ANY AND ALL
ACTIVITIES AND USES WHICH BUYER MAY ELECT TO CONDUCT THEREON, AND THE EXISTENCE
OF ANY ENVIRONMENTAL HAZARDS OR CONDITIONS THEREON (INCLUDING THE PRESENCE OF
ASBESTOS) OR COMPLIANCE WITH ANY OR ALL APPLICABLE LAWS, RULES OR REGULATIONS;
(ii) EXCEPT FOR ANY WARRANTIES CONTAINED IN THE SPECIAL WARRANTY DEED TO BE
DELIVERED BY SELLER AT THE CLOSING, THE NATURE AND EXTENT OF ANY RIGHT-OF-WAY,
LEASE, POSSESSION, LIEN, ENCUMBRANCE, LICENSE, RESERVATION, CONDITION OR
OTHERWISE; AND (iii) THE COMPLIANCE OF THE PROPERTY OR ITS OPERATION IN
COMPLIANCE WITH ANY LAWS, ORDINANCES, ORDERS, RULES OR REGULATIONS OF ANY
GOVERNMENTAL OR QUASI-GOVERNMENTAL AUTHORITY HAVING JURISDICTION OVER THE
PROPERTY OR ANY PORTION THEREOF. BUYER ACKNOWLEDGES THAT IT WILL INSPECT THE
-14-
Contract of Sale (Wimberly at Deerwood)
NAI-1500426046v5
PROPERTY AND BUYER WILL RELY SOLELY ON ITS OWN INVESTIGATION OF THE PROPERTY AND
NOT ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY SELLER. BUYER FURTHER
ACKNOWLEDGES THAT THE INFORMATION PROVIDED AND TO BE PROVIDED WITH RESPECT TO
THE PROPERTY WAS OBTAINED FROM A VARIETY OF SOURCES AND SELLER (i) HAS NOT MADE
ANY INDEPENDENT INVESTIGATION OR VERIFICATION OF SUCH INFORMATION; AND (ii) DOES
NOT MAKE ANY REPRESENTATIONS AS TO THE ACCURACY OR COMPLETENESS OF SUCH
INFORMATION. THE SALE OF THE PROPERTY AS PROVIDED FOR HEREIN IS MADE ON AN "AS
IS," "WHERE IS" BASIS AND WITH ALL FAULTS, AND BUYER EXPRESSLY ACKNOWLEDGES
THAT, IN CONSIDERATION OF THE AGREEMENTS OF SELLER HEREIN,