THEIR AGENTS OR REPRESENTATIVES, HAS MADE ANY REPRESENTATIONS OR WARRANTIES
OR HELD OUT ANY INDUCEMENTS TO PURCHASER, AND SELLER HEREBY SPECIFICALLY
DISCLAIMS ANY REPRESENTATION OR WARRANTY, ORAL OR WRITTEN, PAST, PRESENT OR
FUTURE, OTHER THAN THOSE SPECIFICALLY SET FORTH IN THIS AGREEMENT.
WITHOUT
LIMITING THE GENERALITY OF THE FOREGOING, NEITHER SELLER NOR ANY OF SELLER'S
AFFILIATES, NOR ANY OF SELLER'S AGENT OR REPRESENTATIVES, HAS OR IS WILLING TO
MAKE ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, OTHER THAN AS MAY BE
EXPRESSLY SET FORTH HEREIN, AS TO:
(I) THE CURRENT OR FUTURE REAL ESTATE TAX
LIABILITY, ASSESSMENT OR VALUATION OF THE REAL PROPERTY; (II) THE POTENTIAL
QUALIFICATION OF THE REAL PROPERTY FOR ANY AND ALL BENEFITS CONFERRED BY ANY
LAWS WHETHER FOR SUBSIDIES, SPECIAL REAL ESTATE TAX TREATMENT, INSURANCE,
MORTGAGES (EXCEPT TO THE EXTENT GRANTED TO AN AFFILIATE OF SELLER) OR ANY OTHER
BENEFITS, WHETHER SIMILAR OR DISSIMILAR TO THOSE ENUMERATED; (III) THE CURRENT
OR FUTURE USE OF THE REAL PROPERTY; OR (IV) THE STATUS OF THE MARKET IN WHICH
THE REAL PROPERTY IS LOCATED.
(C)
PURCHASER ACKNOWLEDGES THAT SELLER HAS AFFORDED PURCHASER THE
OPPORTUNITY FOR FULL AND COMPLETE INVESTIGATIONS, EXAMINATIONS AND INSPECTIONS
OF THE REAL PROPERTY AND ALL PERTINENT INFORMATION.
PURCHASER ACKNOWLEDGES AND
AGREES THAT THE INFORMATION DELIVERED OR MADE AVAILABLE TO PURCHASER AND
PURCHASER'S REPRESENTATIVES BY SELLER OR SELLER'S AFFILIATES, OR ANY OF THEIR
AGENTS OR REPRESENTATIVES, MAY HAVE BEEN PREPARED BY THIRD PARTIES AND MAY NOT
BE THE WORK PRODUCT OF SELLER AND/OR ANY OF SELLER'S AFFILIATES.
(D)
PURCHASER OR ANYONE CLAIMING BY, THROUGH OR UNDER PURCHASER,
HEREBY FULLY AND IRREVOCABLY RELEASES SELLER AND SELLER'S AFFILIATES AND THEIR
AGENTS AND REPRESENTATIVES, FROM ANY AND ALL CLAIMS THAT IT MAY NOW HAVE OR
HEREAFTER ACQUIRE AGAINST SELLER OR SELLER'S AFFILIATES OR THEIR AGENTS OR
REPRESENTATIVES OF ANY COST, LOSS, LIABILITY, DAMAGE, EXPENSE, ACTION OR CAUSE
OF ACTION, WHETHER FORESEEN OR UNFORESEEN, ARISING FROM OR RELATED TO ANY
CONSTRUCTION DEFECTS, ERRORS OR OMISSIONS ON OR IN THE REAL PROPERTY, EXCEPT TO
THE EXTENT CREATED BY SELLER OR SELLER'S AFFILIATES AND EXCEPT FOR CLAIMS
AGAINST SELLER BASED UPON ANY OBLIGATIONS AND LIABILITIES OF SELLER EXPRESSLY
PROVIDED IN THIS AGREEMENT.
5.15
CLOSING DELIVERIES.
ON OR BEFORE THE EFFECTIVE DATE, SELLER SHALL
HAVE DELIVERED TO THE TITLE INSURANCE COMPANY THE SELLER'S CLOSING DELIVERIES
SET FORTH IN SECTION 7.1.
6.
REPRESENTATIONS AND WARRANTIES OF PURCHASER.
PURCHASER HEREBY
REPRESENTS AND WARRANTS TO SELLER AS FOLLOWS:
(A)
NO ASSIGNMENT.
NO ATTACHMENT, EXECUTION PROCEEDINGS, ASSIGNMENTS
FOR THE BENEFIT OF CREDITORS, INSOLVENCY, BANKRUPTCY, REORGANIZATION OR OTHER
SUCH PROCEEDINGS ARE PENDING OR, TO THE BEST OF ITS KNOWLEDGE, THREATENED
AGAINST PURCHASER OR ITS PRINCIPALS.
(B)
AUTHORITY.
PURCHASER HAS THE LEGAL POWER, RIGHT AND AUTHORITY TO
ENTER INTO THIS AGREEMENT AND THE INSTRUMENTS REFERENCED HEREIN AND TO
CONSUMMATE THE TRANSACTIONS CONTEMPLATED HEREBY.
(C)
REQUISITE ACTION.
ALL REQUISITE ACTION (CORPORATE, PARTNERSHIP OR
OTHERWISE) HAS BEEN TAKEN BY PURCHASER IN CONNECTION WITH ENTERING INTO THIS
AGREEMENT, THE INSTRUMENTS REFERENCED HEREIN AND THE CONSUMMATION OF THE
TRANSACTIONS CONTEMPLATED HEREBY, AND NO