IS PURCHASING THE TRANSFERRED ASSETS ON AN "AS IS"
BASIS BASED SOLELY ON PURCHASER'S OWN INVESTIGATION OF THE TRANSFERRED ASSETS
AND (B) NEITHER SELLER NOR ANY REAL ESTATE BROKER, AGENT, OFFICER, EMPLOYEE,
SERVANT, ATTORNEY, OR REPRESENTATIVE OF SELLER HAS MADE ANY WARRANTIES,
REPRESENTATIONS OR GUARANTEES, EXPRESS, IMPLIED OR STATUTORY, WRITTEN OR ORAL,
RESPECTING THE TRANSFERRED ASSETS, OR ANY PART OF THE TRANSFERRED ASSETS,
INCLUDING THE LEASED REAL PROPERTY, OR ANY MATTERS PERTAINING THERETO, INCLUDING
RESPECTING THE COMPLIANCE OR NON-COMPLIANCE WITH OR THE APPLICABILITY OR
NON-APPLICABILITY OF, ANY OTHER BUILDING, HEALTH, ZONING, ENVIRONMENTAL, HEALTH
AND SAFETY LAWS, OR ANY OTHER APPLICABLE CITY AND COUNTY, STATE, OR FEDERAL
STATUTE, ORDINANCE, CODE, RULE, REGULATION, OR OTHER LAW, RELATING TO THE
TRANSFERRED ASSETS, OR ANY PART THEREOF, OR RELATING TO THE FINANCIAL
PERFORMANCE OR FUTURE PROSPECTS OF THE TRANSFERRED ASSETS OR THE BUSINESS, OR
OTHERWISE WITH REGARD TO OR PERTAINING TO THE TRANSFERRED ASSETS, PURCHASER'S
INTENDED USE AND OPERATION THEREOF, OR THE PHYSICAL CONDITION OF THE TRANSFERRED
ASSETS.
PURCHASER FURTHER ACKNOWLEDGES THAT THE CONSIDERATION FOR THE
TRANSFERRED ASSETS SPECIFIED IN THIS AGREEMENT HAS BEEN AGREED UPON BY SELLER
AND PURCHASER AFTER GOOD-FAITH ARMS'-LENGTH NEGOTIATION IN LIGHT OF PURCHASER'S
AGREEMENT TO PURCHASE THE TRANSFERRED ASSETS "AS IS," EXCEPT AS SET FORTH IN
THIS AGREEMENT.
PURCHASER AGREES, WARRANTS, AND REPRESENTS THAT, EXCEPT AS SET
FORTH IN THIS AGREEMENT, PURCHASER HAS RELIED, AND SHALL RELY, SOLELY UPON ITS
OWN INVESTIGATION OF ALL SUCH MATTERS, AND THAT PURCHASER ASSUMES ALL RISKS WITH
RESPECT THERETO.
EXCEPT AS SET FORTH IN THIS AGREEMENT, SELLER MAKES NO EXPRESS
WARRANTY, NO WARRANTY OF MERCHANTABILITY, NO WARRANTY OF FITNESS FOR A
PARTICULAR PURPOSE, NOR ANY IMPLIED OR STATUTORY WARRANTY WHATSOEVER WITH
RESPECT TO ANY REAL OR PERSONAL PROPERTY OR ANY MERCHANDISE, INVENTORY OR
FURNITURE, FIXTURES AND EQUIPMENT.
4.5
AVAILABILITY OF FUNDS.
PURCHASER HAS THE FINANCIAL CAPABILITY TO
CONSUMMATE THE ACQUISITION.
PURCHASER'S CONSUMMATION OF THE ACQUISITION IS NOT
IN ANY WAY CONTINGENT UPON OR OTHERWISE SUBJECT TO (A) PURCHASER'S CONSUMMATION
OF ANY FINANCING ARRANGEMENTS OR PURCHASER'S OBTAINING OF ANY FINANCING, OR (B)
THE AVAILABILITY, GRANT, PROVISION OR EXTENSION OF ANY FINANCING TO PURCHASER.
ARTICLE 5
COVENANTS
5.1
ACCESS AND AVAILABILITY.
DURING THE PRE-CLOSING PERIOD, SELLER
SHALL (A) AFFORD PURCHASER AND ITS REPRESENTATIVES REASONABLE ACCESS TO, DURING
NORMAL BUSINESS HOURS, AND IF REASONABLY REQUESTED BY PURCHASER, EVENINGS AND
WEEK-ENDS, IN A MANNER SO AS NOT TO INTERFERE WITH THE NORMAL BUSINESS
OPERATIONS AND UPON REASONABLE PRIOR WRITTEN NOTICE, THE PROPERTIES, CONTRACTS,
BOOKS AND RECORDS AND OTHER DOCUMENTS AND DATA PERTAINING TO SELLER, THE
BUSINESS, THE ASSUMED LIABILITIES AND THE OPERATION OF THE TRANSFERRED ASSETS,
AND (B) FURNISH PURCHASER AND ITS REPRESENTATIVES WITH SUCH ADDITIONAL
FINANCIAL, OPERATING AND OTHER DATA AND INFORMATION AS THEY MAY REASONABLY
REQUEST.
5.2
OPERATION OF THE BUSINESS.
(A)
EXCEPT WITH THE PRIOR WRITTEN CONSENT OF PURCHASER (WHICH CONSENT
SHALL NOT BE UNREASONABLY WITHHELD, DELAYED OR CONDITIONED), AS OTHERWISE
CONTEMPLATED OR PERMITTED BY THIS AGREEMENT OR AS REQUIRED BY THE BANKRUPTCY
CODE, DURING THE PRE-CLOSING PERIOD, SELLER SHALL OPERATE THE
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