Purchaser that specifically survive a termination of this
Contract as specified in Section 2.03(a)(ii) hereof; provided, however, that the
Extension Deposit paid by Purchaser to Seller pursuant to Section 2.03, shall
not be returned to Purchaser, but rather shall be disbursed to (or shall remain
with) Seller, except to the extent that the Seller is in default under this
Contract in which case the Earnest Money and any Extension Deposit, shall be
promptly returned to Purchaser.
(d) AS IS, WHERE IS.
(i)
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, OR IN THE DEED OR ANY
OTHER INSTRUMENT DELIVERED BY SELLER AT CLOSING, SELLER HEREBY DISCLAIMS ALL
WARRANTIES OF ANY KIND OR NATURE WHATSOEVER (INCLUDING WARRANTIES OF
HABITABILITY, MERCHANTABILITY AND FITNESS FOR PARTICULAR PURPOSE), WHETHER
EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES WITH RESPECT TO
THE PROPERTY, THE ZONING OF THE LAND, THE SOIL CONDITIONS OF THE LAND, OR THE
SUITABILITY OF THE PROPERTY FOR PURCHASER'S INTENDED USE THEREOF. PURCHASER
ACKNOWLEDGES THAT PURCHASER HAS BEEN PERMITTED AN OPPORTUNITY TO CONDUCT A
DILIGENT INVESTIGATION OF THE PROPERTY WITH REGARD TO ITS CONDITION, PERMITTED
USE, AND SUITABILITY FOR PURCHASER'S INTENDED USE THEREOF, AS WELL AS ALL OTHER
FACTORS DEEMED MATERIAL TO PURCHASER AND HAS BEEN AFFORDED AN OPPORTUNITY TO
EMPLOY SUCH INDEPENDENT PROFESSIONALS IN CONNECTION THEREWITH AS DEEMED
NECESSARY BY PURCHASER.
4
PURCHASER FURTHER ACKNOWLEDGES THAT SHOULD THIS AGREEMENT PROCEED TO CLOSING,
PURCHASER WILL PURCHASE THE PROPERTY "AS IS" AND IN ITS CONDITION AS OF THE DATE
OF CLOSING, AND THAT PURCHASER IS NOT RELYING UPON ANY REPRESENTATION OF ANY
KIND OR NATURE MADE BY SELLER, OR ANY OF ITS EMPLOYEES, OR AGENTS WITH RESPECT
TO THE PROPERTY, AND THAT, IN FACT, NO SUCH REPRESENTATIONS WERE MADE, EXCEPT AS
OTHERWISE EXPRESSLY PROVIDED HEREIN.
(ii)
WITHOUT IN ANY WAY LIMITING THE TERMS OF THE PRECEDING PARAGRAPH, EXCEPT
AS OTHERWISE EXPRESSLY PROVIDED HEREIN, SELLER MAKES NO WARRANTY WITH RESPECT TO
THE PRESENCE ON OR BENEATH THE PROPERTY OF HAZARDOUS SUBSTANCES OR MATERIALS
WHICH ARE CATEGORIZED AS HAZARDOUS OR TOXIC UNDER ANY LOCAL, STATE OR FEDERAL
LAW, STATUTE, ORDINANCE, RULE OR REGULATION PERTAINING TO ENVIRONMENTAL OR
SUBSTANCE REGULATION, CONTAMINATION, CLEANUP OR DISCLOSURE, AND SHALL HAVE NO
LIABILITY TO PURCHASER EXCEPT TO THE EXTENT SELLER IS DETERMINED TO BE A
RESPONSIBLE PARTY FOR ANY ENVIRONMENTAL CONDITION AT THE PROPERTY. PURCHASER
ACKNOWLEDGES THAT IT HAS HAD AN OPPORTUNITY FOR INSPECTION AND INVESTIGATION OF
THE PROPERTY TO MAKE ITS OWN DETERMINATION WITH RESPECT TO THE PRESENCE ON OR
BENEATH THE PROPERTY OF SUCH HAZARDOUS SUBSTANCES OR MATERIALS.
III. PROVISIONS WITH RESPECT TO CLOSING.
3.01
Closing. The completion of the closing of the purchase and sale of
Property (the "Closing") shall take place on the date of March 5, 2018 which is
eight (8) business days after expiration of the Feasibility Period, or at such
earlier or later date as Purchaser and Seller agree in writing (the "Closing
Date"). The Closing shall occur through an escrow administered by the Escrow
Agent.
3.02
Seller's Obligations At Closing. At Closing,