hereof until Closing it will
maintain in force, fire and extended coverage insurance upon the Property and
public liability insurance with respect to damage or injury to persons or
property occurring on the Property in such amounts as is maintained by Seller on
the date of this Agreement;
4.2
Purchaser represents and warrants to Seller as follows (which
representations and warranties shall be true and correct as of the date hereof
and as of the Closing Date):
(a)
Purchaser has duly and validly authorized and executed this Agreement,
and it has full right, title, power and authority to enter into this Agreement
and to carry out all of its terms.
(b)
The execution and delivery by Purchaser and consummation of transactions
provided for herein (i) will be pursuant to proper legal authority of
Purchaser's entity as to the transactions provided for herein, (ii) will not
violate the organizational documents of Purchaser, (iii) do not require any
approval or consent of any trustee or holders of any of its debt, and (iv) do
not contravene any existing governmental requirement applicable to or binding on
Purchaser or any of its property.
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29820032v11
4.3
EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH IN SECTION 4.1
ABOVE, SELLER HEREBY SPECIFICALLY DISCLAIMS ANY WARRANTY, GUARANTY, OR
REPRESENTATION, ORAL OR WRITTEN, PAST, PRESENT, OR FUTURE, OF, AS TO, OR
CONCERNING THE SELLER'S MATERIALS, THE PROPERTY OR ANY ASPECT THEREOF,
INCLUDING, WITHOUT LIMITATION, OF, AS TO, OR CONCERNING (A) THE NATURE AND
CONDITION OF THE PROPERTY, INCLUDING, BUT NOT BY WAY OF LIMITATION, THE
ENVIRONMENTAL CONDITION THEREOF OR THE EXISTENCE OR NON-EXISTENCE OF HAZARDOUS
MATERIALS THEREON, THE CONDITION OF ANY PHYSICAL STRUCTURES, AND THE WATER,
SOIL, OR GEOLOGY AND THE SUITABILITY OF THE LAND AND OF THE PROPERTY FOR ANY AND
ALL ACTIVITIES AND USES WHICH PURCHASER MAY ELECT TO CONDUCT THEREON; (B) THE
NATURE AND EXTENT OF ANY RIGHT-OF-WAY, LEASE, POSSESSION, LIEN, ENCUMBRANCE,
LICENSE, RESERVATION, CONDITION OR OTHERWISE; (C) THE COMPLIANCE OF THE PROPERTY
OR ITS OPERATION WITH ANY LAWS, ORDINANCES, OR REGULATIONS OF ANY GOVERNMENT OR
OTHER BODY; (D) THE ACREAGE CONTAINED WITHIN THE LAND; (E) THE ZONING OF THE
PROPERTY; AND (F) THE RIGHT OF PURCHASER TO RELY ON THE SELLER'S MATERIALS OR
THE INSPECTION DOCUMENTS. PURCHASER ACKNOWLEDGES AND REPRESENTS TO SELLER THAT
HAVING BEEN GIVEN THE OPPORTUNITY TO INSPECT THE PROPERTY, PURCHASER IS RELYING
SOLELY ON ITS OWN INVESTIGATION OF THE PROPERTY AND NOT ON THE SELLER'S
MATERIALS OR ANY OTHER INFORMATION PROVIDED OR TO BE PROVIDED BY SELLER.
PURCHASER ALSO ACKNOWLEDGES THAT IT IS A FINANCIALLY SUBSTANTIAL AND
SOPHISTICATED REAL ESTATE INVESTOR. PURCHASER FURTHER ACKNOWLEDGES (I) THAT THE
INFORMATION PROVIDED AND TO BE PROVIDED WITH RESPECT TO THE PROPERTY WAS
OBTAINED FROM A VARIETY OF SOURCES AND NOT NECESSARILY FROM SELLER; (II) SELLER
HAS MADE NO INDEPENDENT INVESTIGATION OR VERIFICATION OF SUCH INFORMATION; AND
(III) SELLER MAKES NO REPRESENTATIONS AS TO THE TRUTH, ACCURACY OR COMPLETENESS
OF SUCH INFORMATION. THE SALE OF THE PROPERTY AS PROVIDED FOR HEREIN