THE
COMPREHENSIVE ENVIRONMENTAL RESPONSE COMPENSATION AND LIABILITY ACT OF 1980, AS
AMENDED, AND REGULATIONS PROMULGATED THEREUNDER. BUYER FURTHER ACKNOWLEDGES AND
AGREES THAT, HAVING BEEN GIVEN THE OPPORTUNITY TO INSPECT THE PROPERTY, BUYER IS
RELYING SOLELY ON ITS OWN INVESTIGATION OF THE PROPERTY AND NOT ON ANY
INFORMATION PROVIDED OR TO BE PROVIDED BY SELLER. BUYER FURTHER ACKNOWLEDGES AND
AGREES THAT ANY INFORMATION PROVIDED OR TO BE PROVIDED WITH RESPECT TO THE
PROPERTY WAS OBTAINED FROM A VARIETY OF SOURCES AND THAT SELLER HAS NOT MADE ANY
INDEPENDENT INVESTIGATION OR VERIFICATION OF SUCH INFORMATION AND MAKES NO
REPRESENTATIONS AS TO THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION. SELLER
IS NOT LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS,
REPRESENTATIONS OR INFORMATION PERTAINING TO THE PROPERTY, OR THE OPERATION
THEREOF, FURNISHED BY ANY REAL ESTATE BROKER, AGENT, EMPLOYEE, SERVANT OR OTHER
PERSON. BUYER FURTHER ACKNOWLEDGES AND AGREES THAT TO THE MAXIMUM EXTENT
PERMITTED BY LAW, THE SALE OF THE PROPERTY AS PROVIDED FOR HEREIN IS MADE ON AN
"AS-IS", "WHERE-IS" CONDITION AND BASIS WITH ALL FAULTS. IT IS UNDERSTOOD AND
AGREED THAT THE PURCHASE PRICE HAS BEEN ADJUSTED BY PRIOR NEGOTIATION TO REFLECT
THAT THE PROPERTY IS SOLD BY SELLER AND PURCHASED BY BUYER SUBJECT TO THE
FOREGOING. THE PROVISIONS OF THIS ARTICLE 6 SHALL BE DEEMED TO SURVIVE THE
CLOSING.
Notwithstanding the foregoing, Seller represents and warrants to Buyer, as of
the date hereof, that the following are true in all material respects:
6.1 The persons whose signatures appear below for Seller are duly
authorized to execute and deliver this Agreement and all other documents,
agreements and instruments executed and delivered on behalf of Seller in
connection with the purchase of the Property. This Agreement is a binding
agreement of Seller, enforceable against Seller in accordance with its terms.
6.2 No proceedings or actions are pending or, to the best of Seller's
knowledge, threatened, that do or are reasonably foreseeable to materially limit
or impair Seller's power, authority or right (a) to execute and deliver this
Agreement or any document in connection with this Agreement ("Related
Agreement"), (b) to comply with the terms of this Agreement or any Related
Agreement, or (c) to complete the transactions contemplated by this Agreement or
any Related Agreement.
Without limiting the generality of Section 6.2 of this Agreement:
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(a) There has not been filed by or against Seller a petition in
bankruptcy or insolvency proceedings or for reorganization or for the
appointment of a receiver or trustee, under state or federal law.
(b) Except for its agreement with Wells Fargo Bank, National
Association ("Lender") to sell the Property in exchange for a full discharge of
Lender's mortgage on the Property, Seller has not made an assignment for the
benefit of creditors or filed a petition for an arrangement or entered into an
arrangement with creditors which petition, proceedings, assignment, or
arrangement was not dismissed by final, unappealable order of the court or body
having jurisdiction over the matter.
(c)