OR ANY LAW, ORDINANCE, RULE, REGULATION OR ORDER OF ANY GOVERNMENTAL
BODY HAVING JURISDICTION, OR THE PROVISIONS OF ANY AGREEMENTS TO WHICH IT IS A
PARTY OR BY THE TERMS OF WHICH IT IS BOUND, AND, AT THE CLOSING, EACH PARTY
SHALL FURNISH TO THE OTHER PARTY AND TO THE "TITLE COMPANY" (AS SUCH TERM IS
DEFINED IN SECTION 5.1 HEREOF), REASONABLY SATISFACTORY EVIDENCE OF SUCH
AUTHORITY AND APPROVAL.
THIS SECTION SHALL SURVIVE THE CLOSING.
3.3
PURCHASER'S KNOWLEDGE; DISCLOSURE.
TO THE
EXTENT THAT PURCHASER HAS, SUBSEQUENT TO THE DATE HEREOF, ACTUAL KNOWLEDGE OF
ANY DEFAULT OR ANY MISREPRESENTATION OR INCORRECT WARRANTY OF SELLER MADE IN
THIS AGREEMENT, PURCHASER SHALL PROMPTLY NOTIFY SELLER OF SAME.
3.4
DISCLAIMER OF REPRESENTATIONS AND
WARRANTIES.
PURCHASER ACKNOWLEDGES THAT EXCEPT AS EXPRESSLY PROVIDED IN THIS
AGREEMENT, NEITHER SELLER NOR ANYONE ACTING FOR OR ON BEHALF OF SELLER HAS MADE
ANY REPRESENTATION, WARRANTY, OR PROMISE TO PURCHASER CONCERNING:
(A) THE
PHYSICAL ASPECT AND CONDITION OF ANY PORTION OF THE PROPERTY; (B) THE
FEASIBILITY OR DESIRABILITY OF THE PURCHASE OF THE PROPERTY; (C) THE MARKET
STATUS, PROJECTED INCOME FROM OR DEVELOPMENT EXPENSES OF THE PROPERTY; (D) THE
PROPERTY'S COMPLIANCE OR NON-COMPLIANCE WITH ANY REQUIREMENTS OF LAWS; OR (E)
ANY OTHER MATTER WHATSOEVER WITH RESPECT TO THE PROPERTY (EXCEPT AS
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CONTAINED HEREIN), EXPRESS OR IMPLIED, INCLUDING, BY WAY OF DESCRIPTION BUT NOT
LIMITATION, THOSE OF FITNESS FOR A PARTICULAR PURPOSE, TENANTABILITY,
HABITABILITY AND USE.
PURCHASER ACKNOWLEDGES THAT EXCEPT AS OTHERWISE EXPRESSLY
PROVIDED IN THIS AGREEMENT, IT IS PURCHASING THE PROPERTY IN ITS CURRENTLY
EXISTING PHYSICAL CONDITION AND IN ITS CURRENTLY EXISTING STATE OF REPAIR.
3.5
SURVIVAL.
THE REPRESENTATIONS AND
WARRANTIES OF SELLER SET FORTH IN SECTION 3.1, AS UPDATED BY THE CERTIFICATE OF
SELLER DELIVERED IN ACCORDANCE WITH SECTION 13.1.9, AND SELLER'S RELATED
INDEMNIFICATION OBLIGATIONS AND PURCHASER'S RIGHTS AND REMEDIES AT LAW OR IN
EQUITY WITH RESPECT THERETO, SHALL SURVIVE THE CLOSING FOR A PERIOD OF SIX (6)
MONTHS.
3.6
Right to Adjourn Closing.
Seller shall have
the right to adjourn the Closing for up to ninety (90) days after receipt of
written notice from Purchaser pursuant to Section 20.1 for the purpose of curing
any default, misrepresentation or incorrect warranty.
ARTICLE 4
STATE OF TITLE OF PROPERTY
4.1
PERMITTED ENCUMBRANCES.
PURCHASER SHALL
ACCEPT TITLE TO THE PROPERTY SUBJECT TO THE FOLLOWING (THE "PERMITTED
ENCUMBRANCES"):
4.1.1
ANY AND ALL PRESENT AND FUTURE ZONING RESTRICTIONS,
REGULATIONS, REQUIREMENTS, LAWS, ORDINANCES, RESOLUTIONS AND ORDERS OF ANY CITY,
TOWN OR VILLAGE IN WHICH THE PROPERTY LIES, AND OF ALL BOARDS, BUREAUS,
COMMISSIONS, DEPARTMENTS AND BODIES OF ANY MUNICIPAL, COUNTY, STATE OR FEDERAL
SOVEREIGN OR OTHER GOVERNMENTAL AUTHORITY NOW OR HEREAFTER HAVING OR ACQUIRING
JURISDICTION OF THE PROPERTY OR THE USE AND IMPROVEMENT THEREOF (SUCH AUTHORITY
IS HEREIN CALLED A "GOVERNMENTAL AUTHORITY").
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4.1.2
THE STATE OF FACTS SHOWN ON THE SURVEY DESCRIBED ON
SCHEDULE "C" ANNEXED HERETO (THE "CONTRACT SURVEY") AND ANY OTHER STATE OF FACTS
SHOWN ON AN ACCURATE SURVEY OF THE PROPERTY, OR ANY PART THEREOF, PROVIDED SUCH