control of Seller, then, Purchaser may either (a) cancel this Agreement and
receive the return of its Remaining Deposit or (b) proceed with the Closing,
without any credit, abatement or adjustment in the Purchase Price.
9.
CONDITION OF THE PROPERTY; REPRESENTATIONS:
(a)
(i)
PURCHASER HEREBY ACKNOWLEDGES THAT, EXCEPT AS
EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER SELLER, NOR ANY PERSON ACTING ON
BEHALF OF SELLER, NOR ANY PERSON OR ENTITY WHICH PREPARED OR PROVIDED THE
MATERIALS, IF ANY, REVIEWED BY PURCHASER IN CONDUCTING ITS DUE DILIGENCE, NOR
ANY DIRECT OR INDIRECT OFFICER, DIRECTOR, PARTNER, MEMBER, SHAREHOLDER,
EMPLOYEE, AGENT, REPRESENTATIVE, ACCOUNTANT, ADVISOR, ATTORNEY, PRINCIPAL,
AFFILIATE, CONSULTANT, CONTRACTOR, BROKER, SALESPERSON, SUCCESSOR OR ASSIGN OF
ANY OF THE FOREGOING PARTIES (SELLER, AND ALL OF THE OTHER PARTIES DESCRIBED IN
THE PRECEDING PORTIONS OF THIS SENTENCE (OTHER THAN PURCHASER) SHALL BE REFERRED
TO HEREIN COLLECTIVELY AS THE "EXCULPATED PARTIES") HAS MADE OR SHALL BE DEEMED
TO HAVE MADE ANY ORAL OR WRITTEN REPRESENTATIONS OR WARRANTIES, WHETHER
EXPRESSED OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE (INCLUDING WITHOUT
LIMITATION WARRANTIES OF HABITABILITY, MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE), WITH RESPECT TO THE PROPERTY, THE PERMITTED USE OR
DEVELOPMENT OF THE PROPERTY OR THE ZONING AND OTHER LAWS, REGULATIONS AND RULES
APPLICABLE THERETO OR THE COMPLIANCE BY THE PROPERTY THEREWITH, THE REVENUES AND
EXPENSES GENERATED BY OR ASSOCIATED WITH THE PROPERTY, OR OTHERWISE RELATING TO
THE PROPERTY OR THE TRANSACTIONS CONTEMPLATED HEREIN.
(ii)
PURCHASER FURTHER ACKNOWLEDGES THAT EXCEPT AS EXPRESSLY SET FORTH
IN THIS AGREEMENT ALL MATERIALS WHICH HAVE BEEN PROVIDED BY ANY OF THE
EXCULPATED PARTIES HAVE BEEN PROVIDED WITHOUT ANY WARRANTY OR REPRESENTATION,
EXPRESSED OR IMPLIED AS TO THEIR CONTENT, ACCURACY, TRUTHFULNESS OR COMPLETENESS
AND PURCHASER SHALL NOT HAVE ANY RECOURSE AGAINST SELLER OR ANY OF THE OTHER
EXCULPATED PARTIES IN THE EVENT OF ANY ERRORS THEREIN OR OMISSIONS THEREFROM.
(iii)
PURCHASER IS ACQUIRING THE PROPERTY BASED SOLELY ON ITS OWN
INDEPENDENT INVESTIGATION AND INSPECTION OF THE PROPERTY AND NOT IN RELIANCE ON
ANY INFORMATION (ORAL OR WRITTEN) PROVIDED BY SELLER, OR ANY OF THE OTHER
EXCULPATED PARTIES, EXCEPT FOR THE REPRESENTATIONS EXPRESSLY SET FORTH HEREIN.
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(b)
PURCHASER ACKNOWLEDGES AND AGREES THAT, EXCEPT AS OTHERWISE
EXPRESSLY PROVIDED IN THIS AGREEMENT, IT IS PURCHASING THE PROPERTY "WHERE IS;
AS IS" AND "WITH ALL FAULTS", VIOLATIONS (INCLUDING, BUT NOT LIMITED TO THE
CONDITIONS GIVING RISE TO ANY AND ALL VIOLATIONS) BASED UPON THE PAST AND/OR
PRESENT CONDITION (PHYSICAL OR OTHERWISE) OF THE PROPERTY REASONABLE WEAR AND
TEAR AND LOSS BY CONDEMNATION OR FIRE OR OTHER CASUALTY EXCEPTED. PURCHASER
ACKNOWLEDGES AND AGREES THAT ITS OBLIGATIONS UNDER THIS AGREEMENT SHALL NOT BE
SUBJECT TO ANY FINANCING CONTINGENCY.
(c)
Seller hereby represents and warrants to Purchaser as of the date
hereof and as of Closing as follows (each a "Representation" and collectively,
the "Representations"):
(i)
Seller has full power and authority to enter into and perform this
Agreement in accordance with its terms. This Agreement and all documents
executed by Seller which are to be