or statute relative to bankruptcy,
insolvency or other relief for debtors, (b) 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 non-judicial
proceeding, to hold, administer and/or liquidate all or substantially all of its
assets, or (c) made an assignment for the benefit of creditors.
13.3 As-Is. BUYER HEREBY ACKNOWLEDGES THAT THE PROPERTY WAS
ACQUIRED BY SELLER'S PREDECESSOR-IN-INTEREST PURSUANT TO A NON-JUDICIAL
FORECLOSURE ACTION PURSUANT TO WHICH SELLER PERFORMED LITTLE OR NO INVESTIGATION
AS TO THE PHYSICAL AND/OR ENVIRONMENTAL CONDITION OF THE PROPERTY, THE CONDITION
OF TITLE THEREOF, THE ZONING AND/OR ENTITLEMENT STATUS THEREOF, OCCUPANCY
STATUS, OR ANY OTHER ASPECT RELATING TO THE VALUE, USE, OR SUITABILITY OF THE
PROPERTY OR ANY ELEMENT THEREOF FOR ANY PARTICULAR USE. BUYER FURTHER
ACKNOWLEDGES THAT THE PURCHASE PRICE OF THE PROPERTY TAKES INTO ACCOUNT ANY RISK
THAT BUYER MAY ACQUIRE PROPERTY THAT IS IN A CONDITION OR HAS CHARACTERISTICS
THAT MAY PROVE UNSATISFACTORY TO BUYER. ACCORDINGLY, AS A MATERIAL INDUCEMENT TO
THE EXECUTION AND DELIVERY OF THIS AGREEMENT BY SELLER AND THE PERFORMANCE BY
SELLER OF ITS DUTIES AND OBLIGATIONS HEREUNDER, BUYER DOES HEREBY ACKNOWLEDGE,
REPRESENT, WARRANT AND AGREE, TO AND WITH SELLER, THAT, TO THE MAXIMUM EXTENT
PERMITTED BY LAW: (A) BUYER IS PURCHASING THE PROPERTY IN AN "AS-IS, WHERE IS,
WITH ALL FAULTS" CONDITION AS OF THE DATE OF THE CLOSE OF ESCROW WITH RESPECT TO
ANY FACTS, CIRCUMSTANCES, CONDITIONS AND DEFECTS; (B) SELLER HAS NO OBLIGATION
TO REPAIR OR CORRECT ANY SUCH FACTS, CIRCUMSTANCES, CONDITIONS OR DEFECTS OR
COMPENSATE BUYER FOR SAME; (C) OTHER THAN THE MATERIALS, SELLER HAS NOT
PROVIDED, NOR DOES SELLER HAVE ANY OBLIGATION TO PROVIDE ANY DOCUMENTS RELATING
TO THE PHYSICAL, OCCUPANCY, OR ENVIRONMENTAL CONDITION OF THE PROPERTY OR
SERVICE CONTRACTS FOR THE PROPERTY OR ANY OTHER SIMILAR INFORMATION RELATED TO
THE PROPERTY; (D) SELLER HAS MADE NO REPRESENTATIONS OR WARRANTIES REGARDING THE
COMPLETENESS OR ACCURACY OF THE MATERIALS; AND (E) BY THE CLOSE OF ESCROW, BUYER
SHALL HAVE UNDERTAKEN ALL SUCH INSPECTIONS AND EXAMINATIONS IN CONNECTION WITH
THE PROPERTY AS BUYER DEEMS NECESSARY OR APPROPRIATE UNDER THE CIRCUMSTANCES
(INCLUDING, WITHOUT LIMITATION, THE PHYSICAL AND ENVIRONMENTAL CONDITION OF THE
PROPERTY, THE ZONING OF THE PROPERTY, THE PROPERTY'S COMPLIANCE WITH APPLICABLE
LAWS, THE CONDITION OF ANY IMPROVEMENTS ON THE PROPERTY, THE OCCUPANCY STATUS OF
THE PROPERTY, AND THE AVAILABILITY OR LACK THEREOF OF ENTITLEMENTS FOR THE
DEVELOPMENT AND USE OF THE PROPERTY), AND THAT BASED UPON THE SAME, BUYER IS AND
WILL BE RELYING STRICTLY AND SOLELY UPON SUCH INSPECTIONS AND EXAMINATIONS AND
THE ADVICE AND COUNSEL OF ITS AGENTS, CONSULTANTS, CONTRACTORS, VENDORS AND
OFFICERS. BUYER IS AND WILL BE FULLY SATISFIED THAT THE PURCHASE PRICE IS FAIR
AND ADEQUATE CONSIDERATION FOR THE PROPERTY IN LIGHT OF THE CONDITION OF THE
PROPERTY AND THE CIRCUMSTANCES AND MANNER IN WHICH SELLER HAS ACQUIRED THE SAME
AND HAS ELECTED TO CONVEY THE SAME TO BUYER PURSUANT TO THIS AGREEMENT. NEITHER
SELLER NOR ANY