PROPERTIES OR BY OPERATION OF LAW, AND (III) ALL OTHER
STATUTORY, EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES BY SELLERS OF ANY
TYPE WHATSOEVER. PURCHASER ACKNOWLEDGES THAT PURCHASER HAS KNOWLEDGE AND
EXPERTISE IN FINANCIAL AND BUSINESS MATTERS THAT ENABLE PURCHASER TO EVALUATE
THE MERITS AND RISKS OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
50
(b)
FOR PURPOSES OF THIS AGREEMENT, THE TERM "CONDITION OF THE
PROPERTIES" MEANS THE FOLLOWING MATTERS:
(i)
PHYSICAL CONDITION OF THE REAL PROPERTY. THE QUALITY, NATURE AND
ADEQUACY OF THE PHYSICAL CONDITION OF THE REAL PROPERTY, INCLUDING, WITHOUT
LIMITATION, THE QUALITY OF THE DESIGN, LABOR AND MATERIALS USED TO CONSTRUCT THE
IMPROVEMENTS INCLUDED IN THE REAL 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
REAL PROPERTY, THE LOCATION OF THE REAL PROPERTY IN OR NEAR ANY SPECIAL TAXING
DISTRICT, FLOOD HAZARD ZONE, WETLANDS AREA, PROTECTED HABITAT, GEOLOGICAL FAULT
OR SUBSIDENCE ZONE, HAZARDOUS WASTE DISPOSAL OR CLEAN-UP SITE, OR OTHER SPECIAL
AREA, THE EXISTENCE, LOCATION, OR CONDITION OF INGRESS, EGRESS, ACCESS, AND
PARKING; THE CONDITION OF THE PERSONAL PROPERTY AND ANY FIXTURES; AND THE
PRESENCE OF ANY ASBESTOS OR OTHER HAZARDOUS MATERIALS, DANGEROUS, OR TOXIC
SUBSTANCE, MATERIAL OR WASTE IN, ON, UNDER OR ABOUT THE REAL PROPERTY AND THE
IMPROVEMENTS LOCATED THEREON.
(ii)
ADEQUACY OF THE PROPERTIES. THE ECONOMIC FEASIBILITY, CASH FLOW AND
EXPENSES OF THE PROPERTIES, AND HABITABILITY, MERCHANTABILITY, FITNESS,
SUITABILITY AND ADEQUACY OF THE REAL PROPERTY FOR ANY PARTICULAR USE OR PURPOSE.
51
(iii)
LEGAL COMPLIANCE OF THE PROPERTIES. THE COMPLIANCE OR
NON-COMPLIANCE OF THE SELLERS OR THE OPERATION OF THE PROPERTIES OR ANY OF THEM
OR ANY PART THEREOF IN ACCORDANCE WITH, AND THE CONTENTS OF, (A) ALL CODES,
LAWS, ORDINANCES, REGULATIONS, AGREEMENTS, LICENSES, PERMITS, APPROVALS AND
APPLICATIONS OF OR WITH ANY GOVERNMENTAL AUTHORITIES ASSERTING JURISDICTION OVER
THE PROPERTIES, INCLUDING, WITHOUT LIMITATION, THOSE RELATING TO ZONING,
BUILDING, PUBLIC WORKS, PARKING, FIRE AND POLICE ACCESS, HANDICAP ACCESS, LIFE
SAFETY, SUBDIVISION AND SUBDIVISION SALES, AND HAZARDOUS MATERIALS, DANGEROUS,
AND TOXIC SUBSTANCES, MATERIALS, CONDITIONS OR WASTE, INCLUDING, WITHOUT
LIMITATION, THE PRESENCE OF HAZARDOUS MATERIALS IN, ON, UNDER OR ABOUT THE
PROPERTIES THAT WOULD CAUSE STATE OR FEDERAL AGENCIES TO REQUIRE CLEANUP OR
MITIGATION WORK AT ANY PROPERTY UNDER ANY APPLICABLE LEGAL REQUIREMENTS AND (B)
ALL AGREEMENTS, COVENANTS, CONDITIONS, RESTRICTIONS (PUBLIC OR PRIVATE),
CONDOMINIUM PLANS, DEVELOPMENT AGREEMENTS, SITE PLANS, BUILDING PERMITS,
BUILDING RULES, AND OTHER INSTRUMENTS AND DOCUMENTS GOVERNING OR AFFECTING THE
USE, MANAGEMENT, AND OPERATION OF THE PROPERTIES.
(iv)
SELLERS' CORE DELIVERIES. THE MATTERS DISCLOSED IN THE SELLERS' CORE
DELIVERIES.
(v)
INSURANCE. THE AVAILABILITY, COST, TERMS AND COVERAGE OF LIABILITY,
HAZARD, COMPREHENSIVE AND ANY OTHER INSURANCE OF OR WITH RESPECT TO THE
PROPERTIES.
(vi)
CONDITION OF TITLE. SUBJECT TO SECTION 8.3, THE CONDITION OF TITLE
TO THE REAL PROPERTY, INCLUDING, WITHOUT LIMITATION, VESTING, LEGAL DESCRIPTION,
MATTERS AFFECTING TITLE, TITLE DEFECTS,