PROPERTY "AS IS, WHERE IS AND WITH ALL FAULTS" AND (II)
EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF SELLER EXPRESSLY SET FORTH
HEREIN, OR IN ANY RELATED AGREEMENT, DOCUMENT, CERTIFICATE OR INSTRUMENT
REQUIRED HEREBY, NEITHER SELLER NOR ANY OTHER PERSON IS MAKING, AND PURCHASER IS
NOT RELYING ON, ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER,
WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, AS TO ANY
MATTER CONCERNING ANY OF THE PROPERTY OR THE TRANSACTIONS CONTEMPLATED HEREBY,
OR THE ACCURACY OR COMPLETENESS OF ANY INFORMATION PROVIDED TO PURCHASER BY
SELLER OR ANY OTHER PERSON OR OTHERWISE OBTAINED BY PURCHASER CONCERNING ANY OF
THE PROPERTY OR THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING ANY
REPRESENTATIONS OR WARRANTIES RELATING TO:
(A) THE QUALITY, NATURE,
HABITABILITY, MERCHANTABILITY, USE, OPERATION, VALUE, MARKETABILITY, ADEQUACY OR
PHYSICAL CONDITION OF ANY OF THE PROPERTY OR ANY ASPECT OR PORTION THEREOF,
INCLUDING STRUCTURAL ELEMENTS OF ANY BUILDINGS OR IMPROVEMENTS, ACCESS, SEWAGE,
WATER AND UTILITY SYSTEMS, FACILITIES AND APPLIANCES, SOILS, GEOLOGY, SURFACE
WATER, GROUNDWATER OR ACCESS TO OR VALUE, VOLUME OR QUALITY OF TIMBER; (B) THE
MAGNITUDE OR DIMENSIONS OF ANY REAL PROPERTY; (C) THE DEVELOPMENT OR INCOME
POTENTIAL, OR RIGHTS OF OR RELATING TO, ANY REAL PROPERTY, OR THE FITNESS,
SUITABILITY, VALUE OR ADEQUACY OF ANY REAL PROPERTY FOR ANY PARTICULAR PURPOSE;
(D) THE ZONING OR OTHER LEGAL STATUS OF ANY REAL PROPERTY OR THE EXISTENCE OF
ANY OTHER PUBLIC OR PRIVATE RESTRICTIONS ON THE USE OF ANY REAL PROPERTY; (E)
THE COMPLIANCE OF ANY REAL PROPERTY OR ITS OPERATION WITH ANY APPLICABLE CODES,
LAWS, REGULATIONS, STATUTES, ORDINANCES, COVENANTS, CONDITIONS AND RESTRICTIONS
OF ANY GOVERNMENTAL AUTHORITY OR OF ANY OTHER PERSON; (F) THE ABILITY OF
PURCHASER TO OBTAIN ANY NECESSARY GOVERNMENTAL APPROVALS, LICENSES OR PERMITS
FOR THE USE OR DEVELOPMENT OF ANY
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REAL PROPERTY; OR (G) THE PRESENCE, ABSENCE, CONDITION OR COMPLIANCE OF ANY
HAZARDOUS MATERIALS ON, IN, UNDER, ABOVE OR ABOUT ANY REAL PROPERTY OR ANY
ADJOINING OR NEIGHBORING PROPERTY.
ARTICLE V
REPRESENTATIONS AND WARRANTIES OF PURCHASER
5.01
REPRESENTATIONS AND WARRANTIES OF PURCHASER.
PURCHASER REPRESENTS AND WARRANTS TO SELLER THAT THE STATEMENTS CONTAINED IN
THIS SECTION 5.01 ARE CORRECT AND COMPLETE AS OF THE DATE OF THIS AGREEMENT AND,
UNLESS A DATE IS SPECIFIED IN SUCH REPRESENTATION AND WARRANTY, WILL BE CORRECT
AND COMPLETE AS OF THE CLOSING DATE (AS THOUGH MADE THEN AND AS THOUGH THE
CLOSING DATE WERE SUBSTITUTED FOR THE DATE OF THIS AGREEMENT THROUGHOUT THIS
SECTION 5.01).
(A)
ORGANIZATION OF PURCHASER.
PURCHASER IS A
LIMITED LIABILITY COMPANY DULY FORMED, VALIDLY EXISTING AND IN GOOD STANDING
UNDER THE LAWS OF THE STATE OF DELAWARE.
PURCHASER HAS ALL THE NECESSARY POWER
AND AUTHORITY TO (I) CONDUCT ITS BUSINESS AS IT IS PRESENTLY BEING CONDUCTED,
(II) EXECUTE THIS AGREEMENT AND THE RELATED AGREEMENTS TO WHICH IT IS TO BE A
PARTY AND (III) PERFORM ITS OBLIGATIONS AND CONSUMMATE THE TRANSACTIONS
CONTEMPLATED HEREBY AND THEREBY.
AS OF THE CLOSING DATE, PURCHASER WILL BE
QUALIFIED TO DO BUSINESS IN EACH JURISDICTION IN WHICH THE FAILURE