necessary partner or board
of directors approvals, have been obtained. The person executing this Agreement
on behalf of Purchaser has been duly authorized and empowered to bind Purchaser
to this Agreement. This Agreement, and each other document required to be
delivered by Purchaser hereunder, when executed and delivered by Purchaser,
shall constitute the valid and binding agreement of Purchaser and be enforceable
against Purchaser in accordance with its terms, except as such enforcement may
be limited by applicable bankruptcy, insolvency, reorganization, moratorium or
other similar laws or regulations presently or hereafter in effect which affect
the enforcement of creditors' rights generally.
9.2 No Conflict with or Breach of Other Agreements. Neither the execution and
delivery of this Agreement, nor the incurrence of the obligations herein set
forth, nor the consummation of the transactions provided for herein, nor
compliance with the terms of this Agreement, conflict with or result in a breach
of any of the terms, conditions, or provisions of, or constitute a default
under, any bond, note, or other evidence of indebtedness, or any indenture,
mortgage, deed of trust, loan agreement, lease, or other material agreement or
instrument to which Purchaser is a party.
9.3 Survival. The representations and warranties of Purchaser shall survive the
Closing Date and the recordation of the Deed for a period of six (6) months.
10.
CONDITION OF THE PROPERTY.
10.1 As Is Conveyance.
EXCEPT FOR THOSE REPRESENTATIONS AND WARRANTIES SET FORTH HEREIN OR IN ANY
CLOSING DOCUMENTS, PURCHASER ACKNOWLEDGES THAT IT IS NOT RELYING ON ANY
REPRESENTATIONS OR WARRANTIES WHATSOEVER BY SELLER OR ANY AGENT OR EMPLOYEE
THEREOF REGARDING THE PROPERTY, INCLUDING, WITHOUT LIMITATION, ITS PHYSICAL
CONDITION, ITS SUITABILITY FOR ANY PARTICULAR PURPOSE, ITS COMPLIANCE WITH LAWS,
INCLUDING, WITHOUT LIMITATION, ENVIRONMENTAL LAWS, OR THE ABSENCE OF HAZARDOUS
SUBSTANCES THEREUPON, AND SELLER EXPRESSLY DISCLAIMS ANY AND ALL SUCH
REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, EXCEPT FOR ANY
REPRESENTATIONS AND WARRANTIES CONTAINED HEREIN AND IN ANY CLOSING DOCUMENTS.
OTHERWISE, PURCHASER SHALL ACCEPT THE PROPERTY IN ITS "AS IS", "WHERE IS", "WITH
ALL FAULTS" CONDITION, AND SELLER HEREBY DISCLAIMS ANY WARRANTY OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, EXPRESS OR IMPLIED.
PURCHASER ACKNOWLEDGES THAT IT IS A SOPHISTICATED REAL ESTATE INVESTOR WHO SHALL
HAVE HAD, AS OF THE CLOSING DATE, OPEN ACCESS TO, AND SUFFICIENT TIME TO REVIEW,
ALL INFORMATION, DOCUMENTS, AGREEMENTS, STUDIES AND TESTS RELATING TO THE
PROPERTY THAT PURCHASER ELECTS TO CONDUCT, AND CONDUCT A COMPLETE AND THOROUGH
INSPECTION, ANALYSIS AND EVALUATION OF THE PROPERTY, INCLUDING BUT NOT LIMITED
TO ENVIRONMENTAL ISSUES, IF ANY, AND SHALL CONDUCT SUCH TESTS, PRIOR TO THE
CLOSING DATE, AND RECEIVE AND REVIEW SUCH INFORMATION AS PURCHASER SHALL REQUIRE
IN THE COURSE OF ITS INVESTIGATION.
PURCHASER SHALL UNDERTAKE SUCH INVESTIGATION AS SHALL BE REQUIRED TO MAKE
PURCHASER FULLY AWARE OF THE CONDITION OF THE PROPERTY AS WELL AS ALL FACTS,
CIRCUMSTANCES AND INFORMATION WHICH MAY AFFECT THE USE AND OPERATION OF THE
PROPERTY, AND PURCHASER COVENANTS AND WARRANTS TO SELLER THAT PURCHASER SHALL
RELY, EXCEPT TO THE EXTENT