detained on charges involving money laundering or predicate crimes to money
laundering, Seller shall immediately notify Purchaser in
17
writing, and in such event, Purchaser shall have the right to terminate this
Agreement without penalty or liability to Seller immediately upon delivery of
written notice thereof to Seller. In such event the Earnest Money shall be
returned to Purchaser.
The representations and warranties made in this Agreement by Seller shall
be continuing and shall be deemed remade by Seller as of the Closing Date, with
the same force and effect as if made on, and as of, such date, subject to
Seller's right to update such representations and warranties by written notice
to Purchaser and in Seller's Certificate to be delivered pursuant to Section
6.1(h) hereof.
PURCHASER ACKNOWLEDGES AND AGREES THAT, EXCEPT AS OTHERWISE EXPRESSLY
PROVIDED IN THIS AGREEMENT OR IN ANY DOCUMENTS TO BE EXECUTED AND DELIVERED BY
SELLER TO PURCHASER AT THE CLOSING, SELLER HAS NOT MADE, AND PURCHASER HAS NOT
RELIED ON, ANY INFORMATION, PROMISE, REPRESENTATION OR WARRANTY, EXPRESS OR
IMPLIED, REGARDING THE PROPERTY, WHETHER MADE BY SELLER, ON SELLER'S BEHALF OR
OTHERWISE, INCLUDING, WITHOUT LIMITATION, THE PHYSICAL CONDITION OF THE
PROPERTY, THE SUITABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES
WHICH PURCHASER MAY CONDUCT THEREON, THE HABITABILITY, MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTY, THE FINANCIAL CONDITION OF THE
TENANTS UNDER THE LEASES, TITLE TO OR THE BOUNDARIES OF THE PROPERTY, PEST
CONTROL MATTERS, SOIL CONDITIONS, THE PRESENCE, EXISTENCE OR ABSENCE OF
HAZARDOUS WASTES, TOXIC SUBSTANCES OR OTHER ENVIRONMENTAL MATTERS, COMPLIANCE
WITH BUILDING, HEALTH, SAFETY, LAND USE AND ZONING LAWS, REGULATIONS AND ORDERS,
INCLUDING, WITHOUT LIMITATION, THE AMERICANS WITH DISABILITIES ACT AND ANY RULES
AND REGULATIONS PROMULGATED THEREUNDER OR IN CONNECTION THEREWITH, AND THE TEXAS
ARCHITECTURAL BARRIERS ACT AND ANY RULES AND REGULATIONS PROMULGATED THEREUNDER
OR IN CONNECTION THEREWITH, STRUCTURAL AND OTHER ENGINEERING CHARACTERISTICS,
TRAFFIC PATTERNS, MARKET DATA, ECONOMIC CONDITIONS OR PROJECTIONS, PAST OR
FUTURE ECONOMIC PERFORMANCE OF THE TENANTS OR THE PROPERTY, AND ANY OTHER
INFORMATION PERTAINING TO THE PROPERTY OR THE MARKET AND PHYSICAL ENVIRONMENTS
IN WHICH THE PROPERTY IS LOCATED, AND SPECIFICALLY THAT SELLER HAS NOT MADE,
DOES NOT MAKE AND SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS REGARDING SOLID
WASTE, AS DEFINED BY THE U.S. ENVIRONMENTAL PROTECTION AGENCY REGULATIONS AT 40
C.F.R., PART 261, OR THE DISPOSAL OR EXISTENCE, IN OR ON THE PROPERTY, OF ANY
HAZARDOUS SUBSTANCE, AS DEFINED BY THE COMPREHENSIVE ENVIRONMENTAL RESPONSE
COMPENSATION AND LIABILITY ACT OF 1980, AS AMENDED, AND APPLICABLE STATE LAWS,
AND REGULATIONS PROMULGATED THEREUNDER. PURCHASER FURTHER ACKNOWLEDGES (I) THAT
PURCHASER HAS ENTERED INTO THIS AGREEMENT WITH THE INTENTION OF MAKING AND
RELYING UPON ITS OWN INVESTIGATION OR THAT OF PURCHASER'S OWN CONSULTANTS AND
REPRESENTATIVES AND/OR MACTEC WITH RESPECT TO THE PHYSICAL,
18
ENVIRONMENTAL, ECONOMIC AND LEGAL CONDITION OF THE PROPERTY AND (II) THAT
PURCHASER IS NOT RELYING UPON ANY STATEMENTS, REPRESENTATIONS OR WARRANTIES OF
ANY KIND, OTHER THAN THOSE SPECIFICALLY SET FORTH IN THIS AGREEMENT OR IN ANY
DOCUMENT TO