all other conditions precedent to its
8
disbursement of the Purchase Price, the Escrow Agent shall wire the entire
Purchase Price (as so adjusted) and all other moneys that the Escrow Agent is
holding in immediately available funds to the Seller and its designees, if any.
Upon confirmation by the Seller that the funds have been received, the Escrow
Agent shall then distribute the documents it is holding to the applicable
parties and issue the Purchaser's title insurance policy.
6.
Representations of the Purchaser.
6.01
The Purchaser represents and warrants to the Seller that:
(a)
THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT HAS BEEN NEGOTIATED BETWEEN
THE SELLER AND THE PURCHASER.
THIS AGREEMENT REFLECTS THE MUTUAL AGREEMENT OF
THE SELLER AND THE PURCHASER, AND THE PURCHASER HAS CONDUCTED OR SHALL CONDUCT
ITS OWN INDEPENDENT EXAMINATION OF THE PROPERTY.
OTHER THAN THE MATTERS
SPECIFICALLY REPRESENTED HEREIN, BY WHICH ALL OF THE FOLLOWING PROVISIONS OF
THIS PARAGRAPH ARE LIMITED, THE PURCHASER HAS NOT RELIED UPON AND SHALL NOT RELY
UPON ANY REPRESENTATION OR WARRANTY OF THE SELLER OR ANY OF THE SELLER'S AGENTS
OR REPRESENTATIVES NOT SPECIFICALLY SET FORTH HEREIN, AND THE PURCHASER HEREBY
ACKNOWLEDGES THAT EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT, NO SUCH
REPRESENTATION HAS BEEN MADE.
THE PURCHASER ACKNOWLEDGES AND AGREES THAT EXCEPT
AS SPECIFICALLY SET FORTH IN THIS AGREEMENT, BY EXECUTING THIS AGREEMENT THE
SELLER SPECIFICALLY DISCLAIMS, AND NEITHER IT NOR ANY OF ITS AFFILIATES NOR ANY
OTHER PERSON IS MAKING, ANY REPRESENTATION, WARRANTY OR ASSURANCE WHATSOEVER TO
THE PURCHASER, AND NO WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER,
EITHER EXPRESS OR IMPLIED, EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT,
ARE MADE BY THE SELLER OR RELIED UPON BY THE PURCHASER WITH RESPECT TO THE
STATUS OF TITLE TO OR THE MAINTENANCE, REPAIR, CONDITION, DESIGN OR
MARKETABILITY OF ANY OF THE PROPERTY INCLUDING (I) ANY IMPLIED OR EXPRESS
WARRANTY OF MERCHANTABILITY, (II) ANY IMPLIED OR EXPRESS WARRANTY OF FITNESS FOR
A PARTICULAR PURPOSE, (III) ANY IMPLIED OR EXPRESS WARRANTY OF CONFORMITY TO
MODELS OR SAMPLES OF MATERIALS, (IV) ANY RIGHTS OF PURCHASER UNDER APPROPRIATE
STATUTES TO CLAIM DIMINUTION OF CONSIDERATION, (V) ANY CLAIM BY PURCHASER FOR
DAMAGES BECAUSE OF DEFECTS, WHETHER KNOWN OR UNKNOWN, WITH RESPECT TO THE
BUILDINGS AND OTHER IMPROVEMENTS OR THE PERSONAL PROPERTY, (VI) THE FINANCIAL
CONDITION OR PROSPECTS OF THE REAL PROPERTY, AND (VII) THE COMPLIANCE OR LACK
THEREOF OF ANY OF THE BUILDINGS OR THE OTHER IMPROVEMENTS WITH GOVERNMENTAL
REGULATIONS, IT BEING THE EXPRESS INTENTION OF THE SELLER AND THE PURCHASER
THAT, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE PROPERTY SHALL BE
CONVEYED AND TRANSFERRED TO THE PURCHASER IN ITS PRESENT CONDITION AND STATE OF
REPAIR, "AS IS" AND "WHERE IS", WITH ALL FAULTS.
The Purchaser is a
knowledgeable, experienced and sophisticated purchaser of real estate, and it is
relying solely on its own expertise and that of Purchaser's consultants in
purchasing the Property.
Prior to the date hereof and during the Due Diligence
Period, the Purchaser has