validity or enforceability of this Agreement
or any other agreement or instrument to which Purchaser is a party or by which
it is bound and that is to be used in connection with, or is contemplated by,
this Agreement, (ii) would materially and adversely affect the business,
financial position or
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results of operations of Purchaser, or (iii) would materially and adversely
affect the ability of Purchaser to perform its obligations hereunder, or under
any document to be delivered pursuant hereto.
5.5
Financing. Purchaser shall have at the Closing sufficient funds to
permit Purchaser to consummate the transactions contemplated by this Agreement.
The parties acknowledge and agree that it shall not be a condition to the
obligations of Purchaser to consummate the transactions contemplated hereby that
Purchaser have sufficient funds for payment of the HdC Interest Purchase Price
and any Closing or post-Closing adjustments thereto.
5.6
Investment. Purchaser is acquiring the Transferred HdC Interests
for investment purposes and not with a view towards distribution in violation of
applicable securities laws.
5.7
Brokers. Purchaser has not retained any broker in connection with
the transactions contemplated hereby for which any Seller shall have any
responsibility following Closing.
5.8
LIMITATION ON SELLERS' REPRESENTATIONS AND WARRANTIES. PURCHASER
HEREBY ACKNOWLEDGES AND AGREES THAT IT HAS EXAMINED AND INVESTIGATED TO ITS FULL
SATISFACTION ALL FACTS, CIRCUMSTANCES AND MATTERS RELATING TO THE HdC INTERESTS,
HdC AND THE ACQUIRED ENTITIES. PURCHASER EXPRESSLY ACKNOWLEDGES AND AGREES THAT,
EXCEPT AS EXPRESSLY SET FORTH IN ARTICLES III AND IV, PURCHASER IS NOT RELYING
ON ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, WHETHER ORAL OR
WRITTEN, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, FROM ANY SELLER, ACQUIRED
ENTITY, NOR ANY PARTNER, MEMBER, OFFICER, DIRECTOR, EMPLOYEE, ATTORNEY OR AGENT
THEREOF, AS TO ANY MATTER, CONCERNING THE HdC INTERESTS, HdC AND THE ACQUIRED
ENTITIES, OR SET FORTH, CONTAINED OR ADDRESSED IN THE SUBMISSION MATTERS AND/OR
THE DISCLOSURE SCHEDULE (INCLUDING, EXCEPT AS PROVIDED IN SECTION 4.21, THE
COMPLETENESS THEREOF), INCLUDING WITHOUT LIMITATION: (I) THE QUALITY, NATURE,
HABITABILITY, MERCHANTABILITY, USE, OPERATION, VALUE, MARKETABILITY, ADEQUACY OR
PHYSICAL CONDITION OF HdC OR ANY ASPECT OR PORTION THEREOF, INCLUDING STRUCTURAL
ELEMENTS, FOUNDATION, ROOF, APPURTENANCES, ACCESS, LANDSCAPING, PARKING
FACILITIES, ELECTRICAL, MECHANICAL, HVAC, PLUMBING, SEWAGE, AND UTILITY SYSTEMS,
FACILITIES AND APPLIANCES, SOILS, GEOLOGY, SEISMIC AND GROUNDWATER, OR WHETHER
HdC LIES WITHIN A SPECIAL FLOOD HAZARD AREA, AN AREA OF POTENTIAL FLOODING, A
VERY HIGH FIRE HAZARD SEVERITY ZONE, A WILDLAND FIRE AREA, AN EARTHQUAKE FAULT
ZONE OR A SEISMIC HAZARD ZONE, AND/OR WHETHER AND TO WHAT EXTENT ANY OF SUCH
RISKS OR ANY OTHER RISKS OR LOSSES RESULTING THEREFROM ARE OR MAY CONTINUE TO BE
INSURABLE, (II) THE DIMENSIONS OR LOT SIZE OF THE REAL PROPERTY OR THE SQUARE
FOOTAGE OF THE IMPROVEMENTS THEREON OR OF ANY TENANT
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SPACE THEREIN, (III) THE DEVELOPMENT OR INCOME POTENTIAL, OR RIGHTS OF OR
RELATING TO, HdC, OR HdC's USE, HABITABILITY, MERCHANTABILITY, OR FITNESS, OR
THE SUITABILITY, VALUE OR ADEQUACY OF HdC FOR ANY PARTICULAR PURPOSE, (IV) THE
ZONING, HISTORICAL LANDMARK OR