Tract Two in
Exhibit B attached hereto (the "Detention Pond") meets all of the requirements
of the City and any other governmental agency with authority over or
responsibility for the Detention Pond. If Seller fails to satisfy the condition
precedent set forth in this Section IX A on or before the Closing Date,
Purchaser may elect to (i) terminate this Agreement and receive a full refund of
the Deposit from Escrow Agent, and thereafter this Agreement shall be null and
void and of no further force or effect, and neither Purchaser nor Seller shall
have any further rights, duties, liabilities or obligations to the other by
reason hereof except for the Inspection Indemnity (defined in Section XIII A
below); or (ii) waive such objections and consummate the transaction
contemplated herein without reduction of the Purchase Price.
ARTICLE X - REPRESENTATIONS AND WARRANTIES OF SELLER
Seller hereby represents and warrants to Purchaser, to the best of Seller's
knowledge, as follows:
A. Seller has the right, power and authority to enter into this Agreement and to
sell the Property in accordance with the terms hereof, and Seller has granted no
option or right of first refusal to any person or entity to purchase the
Property and has not entered into any other contract to sell the Property; and
B. There are no parties in possession of the Property or entitled to possession
thereof other than Seller.
ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT NOTWITHSTANDING, IT IS
UNDERSTOOD AND AGREED THAT THE PROPERTY IS BEING SOLD AND CONVEYED HEREUNDER,
"AS IS, WHERE IS, AND WITH ALL FAULTS" WITH NO RIGHT OF SETOFF OR DEDUCTION TO
THE PURCHASE PRICE AND WITHOUT ANY REPRESENTATION OR WARRANTY BY SELLER EXCEPT
AS EXPRESSLY SET FORTH HEREIN. SELLER HAS NOT MADE AND IS NOT MAKING ANY EXPRESS
OR IMPLIED REPRESENTATIONS OR WARRANTIES WHATSOEVER
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WITH RESPECT TO THE PROPERTY, INCLUDING, WITHOUT LIMITATION, ANY REPRESENTATION
OR WARRANTY REGARDING THE SUITABILITY OF THE PROPERTY FOR ANY PARTICULAR PURPOSE
OR RELATING IN ANY WAY TO HAZARDOUS SUBSTANCES OR ANY ENVIRONMENTAL MATTERS,
SUITABILITY OF SOIL OR GEOLOGY, ABSENCE OF DEFECTS OR HAZARDOUS OR TOXIC
SUBSTANCES OR WASTE. PURCHASER ACKNOWLEDGES AND REPRESENTS THAT PURCHASER IS
ENTERING INTO THIS AGREEMENT WITHOUT RELYING UPON ANY SUCH STATEMENT,
REPRESENTATION OR WARRANTY MADE BY SELLER OR BY ANY AGENT OR ANY OTHER PERSON
AND BASED SOLELY UPON PURCHASER'S OWN INSPECTIONS AND INVESTIGATIONS OF THE
PROPERTY. PURCHASER, FOR PURCHASER AND ITS SUCCESSORS AND ASSIGNS, HEREBY
RELEASES SELLER FROM AND WAIVES ALL CLAIMS AND LIABILITY AGAINST SELLER IN
CONNECTION WITH OR ARISING OUT OF ANY PHYSICAL OR ENVIRONMENTAL CONDITION IN,
AT, ABOUT OR UNDER THE PROPERTY AND FURTHER RELEASES SELLER FROM AND WAIVES ALL
CLAIMS AND LIABILITY AGAINST SELLER ATTRIBUTABLE TO THE PHYSICAL AND
ENVIRONMENTAL CONDITION AND QUALITY OF THE PROPERTY, INCLUDING, WITHOUT
LIMITATION, THE PRESENCE, DISCOVERY OR REMOVAL OF ANY HAZARDOUS WASTE, HAZARDOUS
OR TOXIC SUBSTANCES, AS THOSE TERMS ARE DEFINED BY THE COMPREHENSIVE
ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY ACT, THE TOXIC SUBSTANCES
CONTROL ACT, AND