in this Article VII rather than as prescribed by the Uniform Vendor
and Purchaser Risk Act.
ARTICLE VIII
COMMISSIONS
8.1
Each party represents to the other that
there has been no broker, finder, real estate agent or similar agent engaged in
connection with the sale of the Property from Seller to Purchaser as
contemplated hereby, except for CB Richard Ellis Real Estate Services, Inc.,
which
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has served exclusively as Seller's broker ("Seller's Broker"). Seller shall pay
any commission due to Seller's Broker pursuant to a separate agreement; provided
that Seller's obligation to pay, and the right of Seller's Broker to receive,
any such commission is expressly conditioned upon consummation of the Closing
and Seller's receipt of the Purchase Price hereunder. Each party agrees that
should any claim be made for brokerage commissions or finder's fees by any
broker, finder or agent by, through or on account of any acts of the
indemnifying party or its agents, employees or representatives, the indemnifying
party will hold the other party free and harmless from and against any and all
loss, liability, cost, damage and expense (including, without limitation,
attorneys' fees, accountants' fees, court costs and interest) in connection
therewith. The provisions of this Section 8.1 shall survive the Closing.
ARTICLE IX
MISCELLANEOUS
9.1
Disclaimers.
PURCHASER AKNOWLEDGES AND
AGREES THAT, EXCEPT AS EXPRESSLY SPECIFIED IN SECTION 5.1 OF THIS AGREEMENT OR
ANY INSTRUMENT TO BE DELIVERED AT CLOSING, SELLER HAS NOT MADE, AND SELLER
HEREBY SPECIFICALLY DISCLAIMS, ANY WARRANTY OR REPRESENTATION, ORAL OR WRITTEN,
PAST, PRESENT OR FUTURE, OF, AS TO, OR CONCERNING (a) THE NATURE AND CONDITION
OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL AND GEOLOGY, AND
THE SUITABILITY THEREOF AND OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES
WHICH PURCHASER MAY ELECT TO CONDUCT THEREON; (b) THE EXISTENCE, NATURE AND
EXTENT OF ANY RIGHT-OF-WAY, LEASE, RIGHT TO POSSESSION OR USE, LIEN,
ENCUMBRANCE, LICENSE, RESERVATION, CONDITION OR OTHER MATTER AFFECTING TITLE TO
THE PROPERTY; OR (c) WHETHER THE USE OR OPERATION OF THE PROPERTY COMPLIES WITH
ANY AND ALL LAWS, ORDINANCES OR REGULATIONS OF ANY GOVERNMENT OR OTHER
REGULATORY BODY. PURCHASER AGREES TO ACCEPT THE PROPERTY, AND ACKNOWLEDGES THAT
THE SALE OF THE PROPERTY AS PROVIDED FOR HEREIN IS MADE BY SELLER, ON AN "AS IS,
WHERE IS, AND WITH ALL FAULTS" BASIS. PURCHASER EXPRESSLY ACKNOWLEDGES THAT
EXCEPT AS OTHERWISE EXPRESSLY SPECIFIED IN SECTION 5.1 OF THIS AGREEMENT, IF
ANY, AND EXCEPT FOR ANY WARRANTY OF TITLE CONTAINED IN THE DEED TO BE DELIVERED
BY SELLER TO PURCHASER AT CLOSING, SELLER MAKES NO REPRESENTATION OR WARRANTY OF
ANY KIND, ORAL OR WRITTEN, EXPRESS OR IMPLIED, OR ARISING BY OPERATION OF LAW,
WITH RESPECT TO THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OR
REPRESENTATIONS AS TO HABITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, TITLE (OTHER THAN SELLER'S WARRANTY OF TITLE TO BE SET FORTH IN THE
DEED), ZONING, TAX CONSEQUENCES, PHYSICAL OR ENVIRONMENTAL CONDITION, UTILITIES,
OPERATING HISTORY OR PROJECTIONS, VALUATION, GOVERNMENTAL APPROVALS, THE
COMPLIANCE OF THE