AGREES TO ACCEPT THE
PURCHASED ASSETS ON AN "AS-IS-WHERE-IS AND WITH ALL FAULTS" BASIS, EXCEPT AS
OTHERWISE PROVIDED IN THIS AGREEMENT.
(B)
THIS AGREEMENT, AS WRITTEN, CONTAINS ALL THE TERMS OF THE
AGREEMENT ENTERED INTO BETWEEN THE PARTIES AS OF THE DATE HEREOF, AND PURCHASER
ACKNOWLEDGES THAT NEITHER SELLER NOR ANY PERSON CONTROLLING, CONTROLLED BY OR
UNDER COMMON CONTROL WITH SELLER (COLLECTIVELY, "SELLER'S AFFILIATES"), NOR ANY
OF 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 THE ACTUAL OR PROJECTED INCOME OR OPERATING
EXPENSES OF THE BUSINESS.
(C)
PURCHASER ACKNOWLEDGES THAT SELLER HAS AFFORDED AND WILL AFFORD
PURCHASER THE OPPORTUNITY FOR FULL AND COMPLETE INVESTIGATIONS, EXAMINATIONS AND
INSPECTIONS OF THE PURCHASED ASSETS 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.
7.
REPRESENTATIONS AND WARRANTIES OF PURCHASER.
PURCHASER HEREBY
REPRESENTS AND WARRANTS TO SELLER AS FOLLOWS:
7.1
BANKRUPTCY.
NO ATTACHMENT, EXECUTION PROCEEDINGS, ASSIGNMENTS FOR
THE BENEFIT OF CREDITORS, INSOLVENCY, BANKRUPTCY, REORGANIZATION, OR OTHER SUCH
PROCEEDINGS ARC PENDING OR, TO THE BEST OF ITS KNOWLEDGE, THREATENED AGAINST
PURCHASER OR ITS PRINCIPALS.
7.2
POWER.
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.
7.3
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 CONSENT OF OFFICER, DIRECTOR,
SHAREHOLDER, IS REQUIRED TO ENTER INTO THE TRANSACTIONS CONTEMPLATED HEREBY.
7.4
VALIDITY.
THIS AGREEMENT AND ALL DOCUMENTS REQUIRED HEREBY TO BE
EXECUTED BY PURCHASER ARE AND SHALL BE VALID, LEGAL, BINDING OBLIGATIONS OF, AND
ENFORCEABLE AGAINST, PURCHASER IN ACCORDANCE WITH THEIR TERMS, SUBJECT ONLY TO
APPLICABLE BANKRUPTCY, INSOLVENCY, REORGANIZATION, MORATORIUM, OR SIMILAR LAWS,
OR EQUITABLE PRINCIPLES AFFECTING OR LIMITING THE RIGHTS OF CONTRACTING PARTIES
GENERALLY.
7.5
NO BREACH.
NEITHER THE EXECUTION AND DELIVERY OF THIS AGREEMENT
AND THE DOCUMENTS REFERENCED HEREIN NOR THE CONSUMMATION OF THE TRANSACTIONS
CONTEMPLATED HEREIN NOR COMPLIANCE WITH THE TERMS OF THIS AGREEMENT AND THE
DOCUMENTS REFERENCED HEREIN CONFLICT OR RESULT IN THE MATERIAL BREACH OF ANY
TERMS, CONDITIONS OR PROVISIONS OF, OR CONSTITUTE A DEFAULT UNDER, ANY BOND,
NOTE OR OTHER EVIDENCE OF INDEBTEDNESS OR ANY CONTRACT, INDENTURE, MORTGAGE,
DEED OF TRUST, LOAN, LEASE OR