the Milford Real Property is affected by those certain
service, operating, maintenance, supply and other contracts listed in
Exhibit C-2 attached hereto (the "Milford Service Contracts"; and collectively
with the Settlers Ridge Service Contracts, the "Service Contracts"). The rights
of Milford in the Milford Real Property (including the buildings and other
improvements now or hereafter located thereon), the Ground Lease, the Milford
Personal Property, the Milford Leases, the Milford Intangible Rights, and the
Milford Service Contracts shall hereinafter collectively be referred to as the
"Milford Property"; and collectively with the Settlers Ridge Property, the
"Property".
N.
WHEREAS, Settlers Seller desires to sell the Settlers Ownership
Interests and Milford Seller desires to sell the Milford Property (collectively
with the Settlers Ownership Interest, the "Property Interests") and Purchaser
desires to acquire from Settlers Seller the Settlers Ownership Interests and
Purchaser desires to acquire from Milford Seller the Milford Property on the
terms and subject to the conditions hereinafter set forth.
3
NOW, THEREFORE, in consideration of the mutual covenants and agreements
hereinafter set forth, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties agree as
follows:
1.
SALE OF PROPERTY; AS-IS, WHERE IS.
1.1
With the intent to be legally bound, Settlers Seller hereby
agrees to sell and convey to Purchaser the Settlers Ownership Interest and
Milford Seller hereby agrees to sell and convey to Purchaser the Milford
Property, and Purchaser agrees to purchase from Settlers Seller the Settlers
Ownership Interests and Purchaser agrees to acquire from Milford Seller the
Milford Property on the terms and conditions contained herein.
1.2
PURCHASER HEREBY EXPRESSLY ACKNOWLEDGES THAT IT HAS OR WILL HAVE
PRIOR TO THE DUE DILIGENCE DEADLINE THE OPPORTUNITY TO INSPECT AND EXAMINE THE
PROPERTY AND THE SETTLERS OWNERSHIP INTERESTS TO THE EXTENT DEEMED NECESSARY BY
PURCHASER IN ORDER TO ENABLE PURCHASER TO EVALUATE THE PURCHASE OF THE PROPERTY
AND THE SETTLERS OWNERSHIP INTERESTS. PURCHASER REPRESENTS THAT IT IS A
KNOWLEDGEABLE PURCHASER OF PROPERTIES OR INTERESTS THEREIN, SUCH AS THE PROPERTY
AND THE SETTLERS OWNERSHIP INTERESTS AND THAT IT IS RELYING SOLELY ON ITS OWN
EXPERTISE TO EVALUATE THE PURCHASE OF THE PROPERTY AND THE SETTLERS OWNERSHIP
INTERESTS; PROVIDED, HOWEVER, THAT THE FOREGOING SHALL NOT BE CONSTRUED OR
INTERPRETED TO LIMIT OR WAIVE ANY OF SELLER'S EXPRESS REPRESENTATIONS AND
WARRANTIES HEREIN OR IN THE DOCUMENTS DELIVERED BY SELLER AT CLOSING. PURCHASER
FURTHER ACKNOWLEDGES AND AGREES THAT PURCHASER IS ACQUIRING THE PROPERTY AND THE
SETTLERS OWNERSHIP INTERESTS ON AN "AS-IS, WHERE IS" BASIS, WITHOUT ANY
REPRESENTATIONS OR WARRANTIES EXCEPT FOR THOSE EXPRESSLY SET FORTH IN THIS
AGREEMENT AND IN THE DOCUMENTS DELIVERED BY SELLER AT CLOSING AND SELLER HAS NOT
MADE, DOES NOT MAKE AND SPECIFICALLY NEGATES AND DISCLAIMS ANY REPRESENTATIONS,
WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR
CHARACTER WHATSOEVER, WHETHER EXPRESSED OR IMPLIED, ORAL OR WRITTEN, PAST,
PRESENT OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO THE PROPERTY
INCLUDING, WITHOUT LIMITATION:
(a)
VALUE, NATURE, QUALITY OR CONDITION OF THE