any existing claims or causes of action with respect to the Property
to the extent attributable to the period prior to the Closing Date.
EXCEPT AS EXPLICITY SET FORTH HEREIN, MEMBER MAKES NO WARRANTIES, EXPRESS OR
IMPLIED, AS TO ANY MATTER WHATSOEVER. COMPANY ACKNOWLEDGES AND AGREES THAT IT IS
RECEIVING THE REAL AND PERSONAL PROPERTY "AS-IS WHERE-IS" WITHOUT
REPRESENTATION, WARRANTY OR COVENANT (EXPRESS OR IMPLIED) BY MEMBER, EXCEPT AS
EXPRESSLY SET FORTH HEREIN, AND IN EACH CASE SUBJECT TO ANY STATE OF FACTS
REGARDING ITS PHYSICAL CONDITION. MEMBER HAS NOT MADE AND SHALL NOT BE DEEMED TO
HAVE MADE ANY REPRESENTATION, WARRANTY OR COVENANT (EXPRESS OR IMPLIED) NOR
SHALL BE DEEMED TO HAVE ANY LIABILITY WHATSOEVER AS TO THE TITLE, VALUE,
HABITABILITY, USE, CONDITION, DESIGN, COMPLIANCE WITH SPECIFICATIONS, QUALITY,
OPERATION, MERCHANTABILITY OR FITNESS FOR USE OF THE PROPERTY (OR ANY PART
THEREOF), OR AS TO THE ABSENCE OF LATENT OR OTHER DEFECTS (WHETHER OR NOT
DISCOVERABLE), OR AS TO THE LACK OF INFRINGEMENT ON ANY PATENT, TRADEMARK OR
COPYRIGHT, THE CONFORMITY OF THE PROPERTY TO THE DESCRIPTION THEREOF IN THIS
AGREEMENT, OR ANY OTHER REPRESENTATION, WARRANTY OR COVENANT WHATSOEVER, EXPRESS
OR IMPLIED WITH RESPECT TO THE PROPERTY (OR ANY PART THEREOF), AND MEMBER SHALL
NOT BE LIABLE FOR ANY LATENT, HIDDEN, OR PATENT DEFECT THEREON OR THE FAILURE OF
THE PROPERTY, OR ANY PART THEREOF, TO COMPLY WITH ANY LAW. MEMBER SHALL NOT BE
DEEMED TO HAVE MADE, BE BOUND BY OR LIABLE FOR, ANY REPRESENTATION, WARRANTY OR
PROMISE MADE BY THE SUPPLIER, MANUFACTURER, DISTRIBUTOR OR OTHER MEMBER (OR ANY
TRANSFER REPRESENTATIVE OR AGENT THEREOF) OF ANY PORTION OF THE PROPERTY. IN NO
EVENT SHALL MEMBER BE LIABLE FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES.
COMPANY EXPRESSLY ASSUMES THE RISK THAT ADVERSE PHYSICAL, ENVIRONMENTAL,
FINANCIAL AND LEGAL CONDITIONS MAY NOT BE REVEALED BY COMPANY'S INSPECTION OF
THE PROPERTY. WITHOUT LIMITING THE SCOPE OR GENERALITY OF THE FOREGOING, COMPANY
EXPRESSLY ASSUMES THE RISK THAT THE PROPERTY DOES NOT OR WILL
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NOT COMPLY WITH ANY ENVIRONMENTAL REQUIREMENTS OR OTHER LAWS NOW OR HEREAFTER IN
EFFECT. The provisions of this paragraph have been negotiated by Member and
Company after due consideration for the Contribution Value, and are intended to
be a complete exclusion and negation of any representations or warranties of
Member, express or implied, with respect to the Property that may arise pursuant
to any law now or hereafter in effect, or otherwise. As such, this subsection
shall survive the Closing.
2.
Contribution Value.
(a)
The contribution value of the Property is Seven Million Seven Hundred
Fifty Thousand Dollars ($7,514,297.00) (the "Contribution Value"). The
Contribution Value shall be paid by Company to Member through the issuance of
the Units pursuant to the Unit Issuance Agreement upon the closing of the
contribution contemplated hereunder (the "Closing"). For purposes of determining
the transfer taxes, real property transfer taxes, and real property taxes, as
may be applicable, Member and Company anticipate that the Contribution Value
shall be allocated among