to any action indicating an inability to meet its
financial obligations as they accrue; or (vi) a dissolution or liquidation.
7.3
Survival of Representations. The representations and warranties
of Purchaser set forth in this Section 7 shall survive Closing for a period of
one hundred eighty (180) days after the Closing Date, but shall thereafter be of
no further force and effect whatsoever unless written notice of breach was given
to Purchaser by Seller prior to said date. At Closing, Purchaser shall update
the representations and warranties set forth in this Section 7 and recertify the
same as of the Closing Date.
8.
PROPERTY CONVEYED "AS IS".
NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, IT IS
UNDERSTOOD AND AGREED THAT, EXCEPT AS EXPRESSLY SET FORTH HEREIN, SELLER HAS NOT
MADE AND IS NOT NOW MAKING, AND SPECIFICALLY DISCLAIMS ANY AND ALL
REPRESENTATIONS, WARRANTIES AND GUARANTEES OF ANY KIND OR CHARACTER, EXPRESS OR
IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE WITH RESPECT TO THE PROPERTY.
PURCHASER HAS NOT RELIED UPON AND WILL NOT RELY UPON EITHER DIRECTLY OR
INDIRECTLY, ANY REPRESENTATION OR WARRANTY OF SELLER OR ANY OF ITS AGENTS,
REPRESENTATIVES OR EMPLOYEES OTHER THAN THOSE SET FORTH HEREIN OR IN OTHER
DOCUMENTS DELIVERED TO PURCHASER AT THE CLOSING AND ACKNOWLEDGES THAT NO SUCH
REPRESENTATIONS HAVE BEEN MADE EXCEPT AS SET FORTH HEREIN. PURCHASER REPRESENTS
THAT IT IS A KNOWLEDGEABLE, EXPERIENCED AND SOPHISTICATED PURCHASER OF REAL
ESTATE AND THAT IT IS RELYING SOLELY ON ITS OWN EXPERTISE AND THAT OF
PURCHASER'S CONSULTANTS IN PURCHASING THE PROPERTY. PURCHASER
14
WILL CONDUCT SUCH INSPECTIONS AND INVESTIGATIONS OF THE PROPERTY IF PURCHASER
DEEMS NECESSARY, INCLUDING WITHOUT LIMITATION, THE PHYSICAL AND ENVIRONMENTAL
CONDITION THEREOF AND SHALL RELY UPON THE SAME. UPON CLOSING, PURCHASER SHALL
ASSUME THE RISK THAT ADVERSE MATTERS, INCLUDING, BUT NOT LIMITED TO ADVERSE
PHYSICAL AND ENVIRONMENTAL CONDITIONS MAY NOT HAVE BEEN REVEALED BY PURCHASER'S
INSPECTIONS AND INVESTIGATIONS. PURCHASER ACKNOWLEDGES AND AGREES THAT UPON
CLOSING, PURCHASER SHALL ACCEPT THE PROPERTY "AS IS, WHERE IS" WITH ALL FAULTS.
PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT THERE ARE NO ORAL AGREEMENTS,
WARRANTIES OR REPRESENTATIONS, COLLATERAL TO OR AFFECTING THE PROPERTY BY
SELLER, ANY AGENT, REPRESENTATIVE OR EMPLOYEE OF SELLER OR ANY THIRD PARTY. THE
TERMS AND CONDITIONS OF THIS SECTION 8 SHALL EXPRESSLY SURVIVE THE CLOSING AND
NOT MERGE WITH THE PROVISIONS OF ANY CLOSING DOCUMENTS. SELLER IS NOT LIABLE OR
BOUND IN ANY MANNER BY ANY ORAL OR WRITTEN STATEMENTS, REPRESENTATIONS OR
INFORMATION PERTAINING TO THE PROPERTY FURNISHED BY ANY REAL ESTATE BROKER,
AGENT, EMPLOYEE, SERVANT OR OTHER PERSON, UNLESS THE SAME ARE SPECIFICALLY SET
FORTH HEREIN. PURCHASER ACKNOWLEDGES THAT THE PURCHASE PRICE REFLECTS THE "AS
IS" NATURE OF THIS SALE AND ANY FAULTS OR LIABILITIES THAT MAY BE ASSOCIATED
WITH THE PROPERTY. PURCHASER HAS FULLY REVIEWED THE DISCLAIMERS AND WAIVERS SET
FORTH IN THIS AGREEMENT WITH ITS COUNSEL AND UNDERSTANDS THE SIGNIFICANCE AND
EFFECT THEREOF. PURCHASER HEREBY WAIVES ANY RIGHT IT MAY HAVE AT LAW OR IN
EQUITY, INCLUDING, WITHOUT LIMITATION, THE