Closing.
6.6Investor Approval Condition.
Seller's obligation to consummate the Closing
shall be conditioned upon Seller having obtained from Seller's investors prior
to Closing approval to consummate the Closing in accordance with the terms of
this Agreement (the "Approval").
Seller agrees (a) to use commercially
reasonable efforts to secure the Approval prior to February 14, 2020, and, in
the event the Approval is not obtained prior to February 14, 2020, shall
continue to use commercially reasonable efforts to secure the Approval prior to
the scheduled Closing Date, and (b) to promptly notify Buyer if and when such
approval has been obtained.
SECTION 7.CONDITION OF PROPERTY.
7.1"As-Is" Condition.
BUYER HEREBY EXPRESSLY ACKNOWLEDGES AND AGREES THAT BUYER
WILL HAVE, AS OF CLOSING, THOROUGHLY INSPECTED AND EXAMINED THE STATUS OF TITLE
TO THE PROPERTY AND THE PHYSICAL CONDITION OF THE PROPERTY TO THE EXTENT DEEMED
NECESSARY BY BUYER IN ORDER TO ENABLE BUYER TO EVALUATE THE PURCHASE OF THE
PROPERTY.
BUYER HEREBY FURTHER ACKNOWLEDGES AND AGREES THAT, EXCEPT FOR THE
REPRESENTATIONS AND WARRANTIES SET FORTH IN, AND SUBJECT TO THE LIMITATIONS OF,
SECTIONS 9.1 AND 11 OF THIS AGREEMENT AND ANY CLOSING DOCUMENTS EXECUTED BY
SELLER AND DELIVERED AT CLOSING (COLLECTIVELY, THE "CLOSING DOCUMENTS"), BUYER
IS RELYING SOLELY UPON THE INSPECTION, EXAMINATION, AND EVALUATION OF THE
PHYSICAL CONDITION OF THE PROPERTY BY BUYER AND HAS NOT RELIED UPON THE DUE
DILIGENCE MATERIALS OR ANY INFORMATION PROVIDED BY, OR ANY WRITTEN OR ORAL
REPRESENTATIONS, WARRANTIES OR STATEMENTS, WHETHER EXPRESS OR IMPLIED, MADE BY
SELLER, OR ANY PARTNER OF SELLER, OR ANY AFFILIATE, AGENT, EMPLOYEE, OR OTHER
REPRESENTATIVE OF ANY OF THE FOREGOING OR BY ANY BROKER OR ANY OTHER PERSON
REPRESENTING OR PURPORTING TO REPRESENT SELLER WITH RESPECT TO THE PROPERTY, THE
CONDITION OF THE PROPERTY OR ANY OTHER MATTER AFFECTING OR RELATING TO THE
TRANSACTIONS CONTEMPLATED HEREBY.
BUYER IS PURCHASING, AND AT CLOSING WILL
ACCEPT, THE PROPERTY ON AN "AS IS," "WHERE IS" AND "WITH ALL FAULTS" BASIS,
WITHOUT REPRESENTATIONS, WARRANTIES AND/OR COVENANTS, EXPRESS OR IMPLIED, OF ANY
KIND OR NATURE EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH IN, AND
SUBJECT TO THE LIMITATIONS OF, SECTIONS 9.1 AND 11 OF THIS AGREEMENT AND THE
CLOSING
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DOCUMENTS.
BUYER ACKNOWLEDGES THAT SELLER HAS NO OBLIGATION TO ALTER, REPAIR OR
IMPROVE THE PROPERTY.
AS USED IN THE PRIOR PARAGRAPH, THE TERM "CONDITION OF THE PROPERTY" MEANS THE
FOLLOWING MATTERS: (I) THE QUALITY, NATURE AND ADEQUACY OF THE PHYSICAL
CONDITION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, THE QUALITY OF THE
DESIGN, LABOR AND MATERIALS USED TO CONSTRUCT THE IMPROVEMENTS INCLUDED IN THE
PROPERTY; THE CONDITION OF STRUCTURAL ELEMENTS, FOUNDATIONS, ROOFS, GLASS,
MECHANICAL, PLUMBING, ELECTRICAL, HVAC, SEWAGE, AND UTILITY COMPONENTS AND
SYSTEMS; THE CAPACITY OR AVAILABILITY OF SEWER, WATER, OR OTHER UTILITIES; THE
GEOLOGY, FLORA, FAUNA, SOILS, SUBSURFACE CONDITIONS, GROUNDWATER, LANDSCAPING,
AND IRRIGATION OF OR WITH RESPECT TO THE PROPERTY; THE LOCATION OF THE PROPERTY
IN OR NEAR ANY SPECIAL TAXING DISTRICT, FLOOD HAZARD ZONE, WETLANDS AREA,
PROTECTED HABITAT, GEOLOGICAL FAULT OR SUBSIDENCE ZONE, HAZARDOUS