AND POSSIBLE
LOCATION OF ANY UNDERGROUND UTILITIES; (17) THE EXISTENCE AND POSSIBLE LOCATION
OF ANY ENCROACHMENTS; (18) WHETHER THE IMPROVEMENTS WERE BUILT, IN WHOLE OR IN
PART, IN COMPLIANCE WITH APPLICABLE BUILDING CODES; (19) THE STATUS OF ANY
LIFE-SAFETY SYSTEMS IN THE IMPROVEMENTS; (20) THE CHARACTER OF THE NEIGHBORHOOD
IN WHICH THE PROPERTY IS SITUATED; (21) THE CONDITION OR USE OF THE PROPERTY OR
COMPLIANCE OF THE PROPERTY WITH ANY OR ALL PAST, PRESENT OR FUTURE FEDERAL,
STATE OR LOCAL ORDINANCES, RULES, REGULATIONS OR LAWS, BUILDING, FIRE OR ZONING
ORDINANCES, CODES OR OTHER SIMILAR LAWS; AND(OR) (22) THE MERCHANTABILITY OF THE
PROPERTY OR FITNESS OF THE PROPERTY FOR ANY PARTICULAR PURPOSE (TRANSFEREE
AFFIRMING THAT TRANSFEREE HAS NOT RELIED ON OWNER'S SKILL OR JUDGMENT TO SELECT
OR FURNISH THE PROPERTY FOR ANY PARTICULAR PURPOSE, AND THAT OWNER MAKES NO
WARRANTY THAT THE PROPERTY IS FIT FOR ANY PARTICULAR PURPOSE). TRANSFEREE
ACKNOWLEDGES AND AGREES THAT TRANSFEREE IS OBLIGATED TO AND HAS CONDUCTED ITS
OWN INVESTIGATIONS AND STUDIES OF THE PROPERTY AND ALL ASPECTS THEREOF,
INCLUDING WITHOUT LIMITATION THE PROPERTY'S CHARACTERISTICS, ITS PHYSICAL
CONDITION (INCLUDING ANY PATENT OR LATENT DEFECTS THEREIN), ALL LEGAL
REQUIREMENTS APPLICABLE THERETO, THE OPERATION AND USE THEREOF, THE
ENVIRONMENTAL CONDITION OF THE PROPERTY AND ALL MATTERS DESCRIBED IN THE
PRECEDING SENTENCE. TRANSFEREE AGREES THAT TRANSFEREE IS ACQUIRING THE PROPERTY
IN ITS PRESENT CONDITION AND STATE OF REPAIR, "AS IS, WHERE IS", WITH ALL
DEFECTS, FAULTS AND LIABILITIES, PATENT OR LATENT.
16
TRANSFEREE HAS REQUESTED THAT OWNER FURNISH TRANSFEREE WITH CERTAIN STUDIES,
REPORTS AND OTHER INFORMATION IN OWNER'S POSSESSION WITH RESPECT TO THE
PROPERTY, INCLUDING ENVIRONMENTAL STUDIES AND SURVEYS. AS AN ACCOMMODATION TO
TRANSFEREE, OWNER HAS AGREED TO FURNISH TO TRANSFEREE SUCH INFORMATION;
PROVIDED, HOWEVER, TRANSFEREE HEREBY ACKNOWLEDGES AND AGREES THAT OWNER IS
MAKING ABSOLUTELY NO REPRESENTATION OR WARRANTY WHATSOEVER WITH RESPECT TO ANY
SUCH STUDIES, REPORTS OR INFORMATION PROVIDED BY OWNER TO TRANSFEREE. TRANSFEREE
ACKNOWLEDGES AND AGREES THAT TRANSFEREE SHALL BE REQUIRED TO VERIFY THE ACCURACY
AND DETAILS OF ALL SUCH STUDIES, REPORTS AND INFORMATION SO PROVIDED BY OWNER TO
TRANSFEREE IN SUCH MANNER AS TRANSFEREE DEEMS APPROPRIATE. NO REPRESENTATION,
WARRANTY, COVENANT OR AGREEMENT, EXPRESS OR IMPLIED, OF OWNER SHALL SURVIVE THE
CONVEYANCE OF TITLE EXCEPT THOSE, IF ANY, WHICH ARE HEREIN SPECIFICALLY STATED
TO SURVIVE THE CLOSING.
THE ACQUISITION OF THE PROPERTY BY TRANSFEREE SHALL BE CONCLUSIVE EVIDENCE THAT
(A) TRANSFEREE HAS FULLY AND COMPLETELY INSPECTED (OR HAS CAUSED TO BE FULLY AND
COMPLETELY INSPECTED) THE PROPERTY, AND (B) TRANSFEREE ACCEPTS THE PROPERTY AS
BEING IN GOOD AND SATISFACTORY CONDITION AND SUITABLE FOR TRANSFEREE'S PURPOSES.
17
10.
COOPERATION. Owner shall reasonably cooperate with Transferee in the
exercise of Transferee's due diligence by making information available, but
without obligation to undertake any testing or investigation.
11.
CONDUCT PRIOR TO CLOSING. From and after the Effective Date and until
the date of Closing, Owner covenants and agrees as follows:
11.1
Owner shall use reasonable efforts to operate and maintain the Property
in a manner generally consistent with the