10.12 Business Days. If any date specified in this Agreement for the Closing
Date or for commencement or expiration of time periods for termination or
approvals or for notice occurs on a day other than a Business Day, then any such
date shall be postponed to the next following Business Day. As used herein,
"Business Day" shall mean any day other than a Saturday, Sunday or a holiday
observed by national banks or the Title Insurer.
10.13 Offer; Effective Date. The execution of this Agreement by the first party
to do so and delivery thereof to the other party constitutes an offer to
purchase or sell, as the case may be, and shall be automatically revoked unless
the party to which the offer is made shall execute and deliver at least two
(2) copies of this Agreement to the offering party at the address given for
notice herein on or before 5:00 p.m. local time, on the date which is 3 days
after the date on which the offering party has executed this Agreement as first
set forth above.
10.14 "AS-IS" CONDITION; WAIVER OF ALL WARRANTIES. THE PURCHASER HAS MADE
THOROUGH AND EXHAUSTIVE INSPECTION, INVESTIGATION, ANALYSIS, TESTING, STUDY,
EVALUATION AND EXAMINATION OF THE PROPERTY. ANYTHING UNDER APPLICABLE LAW OR IN
THIS AGREEMENT TO THE CONTRARY NOTWITHSTANDING, THE SALE AND CONVEYANCE OF THE
PROPERTY PURSUANT HERETO IS MADE ON AN "AS-IS" BASIS AS OF THE EFFECTIVE DATE.
THE PURCHASER EXPLICITLY AGREES THAT THE PURCHASER IS ACQUIRING THE PROPERTY IN
"AS-IS" CONDITION AS OF THE EFFECTIVE DATE. NO IMPLIED WARRANTIES AS TO THE
CONDITION, SUITABILITY, DEVELOPMENT POTENTIAL, FITNESS, MERCHANTABILITY,
MARKETABILITY, HABITABILITY, GOOD OR FAIR CONDITION, GOOD WORKMANLIKE
CONSTRUCTION, QUALITY OR QUANTITY OF THE PROPERTY ARE CREATED OR INTENDED TO BE
CREATED BY THE SELLER OR BY THIS AGREEMENT OR ARE ANTICIPATED, EXPECTED OR
RELIED UPON BY THE PURCHASER. THE PURCHASER EXPLICITLY WAIVES ANY AND ALL RIGHTS
UNDER AND RELEASES THE SELLER FROM ANY AND ALL DUTIES IN CONNECTION WITH ANY
WARRANTIES OF WHATSOEVER KIND OR NATURE INCLUDING AS AFOREDESCRIBED, WHICH MAY
ARISE INDEPENDENT OF THIS AGREEMENT AS A MATTER OF LAW. THE ONLY WARRANTIES MADE
BY THE SELLER WITH RESPECT TO THE PROPERTY ARE THOSE THAT ARE EXPRESSLY SET
FORTH IN THIS AGREEMENT, WHICH WARRANTIES SHALL SURVIVE AND REMAIN IN FULL FORCE
AND EFFECT ONLY FOR SO LONG AS IS ELSEWHERE PROVIDED IN THIS AGREEMENT. FURTHER,
THE SELLER MAKES NO WARRANTIES AS TO THE ABILITY OF THE PURCHASER TO OCCUPY,
DEVELOP OR OPERATE THE PROPERTY OTHER THAN AS ARE EXPRESSLY SET FORTH IN THIS
AGREEMENT. THE PURCHASER ACKNOWLEDGES AND UNDERSTANDS THE EFFECT OF THIS
PARAGRAPH AND EXPLICITLY AGREES TO THE PROVISIONS OF THIS PARAGRAPH KNOWINGLY
AND WITH ADVICE OF LEGAL COUNSEL.
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10.15 Cooperation In Exchange. In the event that Seller or Purchaser are under
contract with a qualified intermediary at any time through the date of Closing
for the purpose of effecting a tax-deferred exchange in accordance with
Section 1031 of the United States Internal Revenue Code of 1986, as