of this Agreement.
4.26
Insolvency.
Neither Seller nor Seller's general partner have
(i) commenced a voluntary case or had entered against them a petition for relief
under any Applicable Law relative to bankruptcy, insolvency, or other relief for
debtors, (ii) caused, suffered or consented to the appointment of a receiver,
trustee, administrator, conservator, liquidator, or similar official in any
federal, state or foreign judicial or nonjudicial proceeding to hold,
administer, and/or liquidate all or substantially all of their respective
assets, (iii) had filed against them any involuntary petition seeking relief
under any Applicable Law relative to bankruptcy, insolvency, or other relief to
debtors which involuntary petition is not dismissed within sixty (60) days, or
(iv) made a general assignment for the benefit of creditors.
4.27
Due Diligence.
Seller has provided Buyer with complete and
accurate originals or copies of all items requested on Exhibit A-2.
4.28
Survival of Representations and Warranties.
The representations
and warranties set forth in this ARTICLE IV are made as of the Effective Date
and are remade as of the Closing Date and will survive the Closing for a period
of twelve (12) months.
4.29
Disclaimer.
BUYER ACKNOWLEDGES AND AGREES THAT UPON CLOSING,
SELLER SHALL SELL AND CONVEY TO BUYER AND BUYER SHALL ACCEPT THE REAL PROPERTY
"AS IS, WHERE IS, WITH ALL FAULTS" AND BUYER HEREBY UNCONDITIONALLY WAIVES ANY
IMPLIED WARRANTY OF SUITABILITY EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT
OR IN THE DEED OR ANY OTHER DOCUMENTS DELIVERED AT CLOSING.
EXCEPT AS EXPRESSLY
SET FORTH IN THIS AGREEMENT OR IN THE DEEDS OR ANY OTHER DOCUMENTS DELIVERED AT
CLOSING, BUYER HAS NOT RELIED AND WILL NOT RELY ON, AND SELLER HAS NOT MADE AND
IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTEES,
STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE REAL PROPERTY OR
RELATING THERETO MADE OR FURNISHED BY SELLER, OR ANY REAL ESTATE BROKER, AGENT
OR THIRD PARTY REPRESENTING OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER MADE
OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING.
BUYER REPRESENTS THAT
IT IS A KNOWLEDGEABLE, EXPERIENCED AND SOPHISTICATED PURCHASER OF REAL ESTATE
AND THAT, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN THE DEEDS OR ANY
OTHER DOCUMENTS DELIVERED AT CLOSING, IT IS RELYING SOLELY ON ITS OWN EXPERTISE
AND THAT OF BUYER'S CONSULTANTS IN PURCHASING THE REAL PROPERTY AND SHALL MAKE
AN INDEPENDENT VERIFICATION OF THE ACCURACY OF ANY DOCUMENTS AND INFORMATION
PROVIDED BY SELLER.
BUYER WILL CONDUCT SUCH INSPECTIONS AND INVESTIGATIONS OF
THE REAL PROPERTY AS BUYER DEEMS NECESSARY, INCLUDING, BUT NOT LIMITED TO, THE
PHYSICAL AND ENVIRONMENTAL CONDITIONS THEREOF, AND SHALL RELY UPON SAME.
BY
FAILING TO TERMINATE THIS AGREEMENT PRIOR TO THE EXPIRATION OF THE DUE DILIGENCE
PERIOD, BUYER ACKNOWLEDGES THAT SELLER HAS AFFORDED BUYER A FULL OPPORTUNITY TO
CONDUCT SUCH INVESTIGATIONS OF THE REAL PROPERTY AS BUYER DEEMED NECESSARY TO
SATISFY ITSELF AS TO THE CONDITION OF THE REAL PROPERTY AND THE EXISTENCE OR
NON-EXISTENCE OR CURATIVE ACTION TO BE TAKEN WITH RESPECT