economic and legal condition of the Assets and all files and
information in Sellers' possession that Buyer deems material to the purchase of
the Assets.
SECTION 7.3 Disclaimer. ANY INFORMATION PROVIDED OR TO BE PROVIDED WITH RESPECT
TO THE ASSET IS SOLELY FOR BUYER'S CONVENIENCE AND WAS OR WILL BE OBTAINED FROM
A VARIETY OF SOURCES (INCLUDING FROM EACH PROPERTY MANAGER).] SELLERS HAVE NOT
MADE ANY INDEPENDENT INVESTIGATION OR VERIFICATION OF SUCH INFORMATION AND MAKE
NO (AND EXPRESSLY DISCLAIM ALL) REPRESENTATIONS AS TO THE ACCURACY OR
COMPLETENESS OF SUCH INFORMATION EXCEPT AS SET FORTH IN THIS AGREEMENT OR IN THE
CLOSING DOCUMENTS. SELLERS SHALL NOT BE LIABLE FOR ANY MISTAKES, OMISSIONS,
MISREPRESENTATION OR ANY FAILURE TO INVESTIGATE THE ASSET NOR SHALL SELLERS BE
BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS,
APPRAISALS, ENVIRONMENTAL ASSESSMENT REPORTS OR OTHER INFORMATION PERTAINING TO
THE ASSETS OR THE OPERATION THEREOF, FURNISHED BY SELLERS, ANY PROPERTY MANAGER,
THEIR RESPECTIVE REPRESENTATIVES OR OTHER PERSON ACTING ON SELLERS' BEHALF
EXCEPT AS SET FORTH IN THIS AGREEMENT OR IN THE CLOSING DOCUMENTS.
46
SECTION 7.4 Examination; No Contingencies.
(a)
IN ENTERING INTO THIS AGREEMENT, BUYER HAS NOT BEEN INDUCED BY AND
HAS NOT RELIED UPON ANY WRITTEN OR ORAL REPRESENTATIONS, WARRANTIES OR
STATEMENTS, WHETHER EXPRESS OR IMPLIED, MADE BY SELLERS, OR ANY PARTNER OF
SELLERS, 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 SELLERS WITH RESPECT TO THE ASSETS, THE CONDITION OF THE ASSETS OR ANY
OTHER MATTER AFFECTING OR RELATING TO THE TRANSACTIONS CONTEMPLATED HEREBY,
OTHER THAN THOSE EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN THE CLOSING
DOCUMENTS. BUYER'S OBLIGATIONS UNDER THIS AGREEMENT SHALL NOT BE SUBJECT TO ANY
CONTINGENCIES, DILIGENCE OR CONDITIONS EXCEPT AS EXPRESSLY SET FORTH IN THIS
AGREEMENT. BUYER ACKNOWLEDGES AND AGREES THAT, EXCEPT AS EXPRESSLY SET FORTH
HEREIN OR IN THE DOCUMENTS EXECUTED AND DELIVERED BY ANY SELLER OR SELLERS AT
CLOSING, SELLERS MAKE NO REPRESENTATIONS OR WARRANTIES WHATSOEVER, WHETHER
EXPRESS OR IMPLIED OR ARISING BY OPERATION OF LAW, WITH RESPECT TO THE ASSETS OR
THE CONDITION OF THE ASSETS. DURING ITS DUE DILIGENCE PERIOD AND PURSUANT TO THE
TERMS OF THIS AGREEMENT, BUYER IS ENCOURAGED TO CONDUCT AN INDEPENDENT
INVESTIGATION AND INSPECTION OF THE REAL PROPERTY, UTILIZING SUCH EXPERTS AS
BUYER DEEMS TO BE NECESSARY FOR AN INDEPENDENT ASSESSMENT OF THE STRUCTURAL AND
OPERATIONAL INTEGRITY OF THE IMPROVEMENTS AND EQUIPMENT USED IN THE OPERATION OF
THE REAL PROPERTY, AND COMPLIANCE OF THE REAL PROPERTY (INCLUDING SPECIFICALLY
THE IMPROVEMENTS) WITH APPLICABLE LAWS, INCLUDING THE FEDERAL AMERICANS WITH
DISABILITIES ACT, THE TEXAS ARCHITECTURAL BARRIERS ACT, AND/OR APPLICABLE
ENVIRONMENTAL LAWS. BUYER AGREES THAT THE ASSETS WILL BE SOLD AND CONVEYED TO
(AND ACCEPTED BY) BUYER AT THE CLOSING IN THE THEN EXISTING CONDITION OF THE
ASSETS, AS IS, WHERE IS, WITH ALL FAULTS, AND WITHOUT ANY WRITTEN OR VERBAL
REPRESENTATIONS OR WARRANTIES WHATSOEVER, WHETHER EXPRESS OR IMPLIED OR ARISING
BY OPERATION OF LAW,