Condominium Owners Association Approval. Except as set forth on
Schedule 5.1.19, no condominium owners association must approve the conveyance
of the Assets as contemplated by this Agreement.
5.1.25
Finders and Investment Brokers. Sellers have not dealt with any Person
who has acted, directly or indirectly, as a broker, finder, financial adviser,
or in such other capacity for or on behalf of Sellers in connection with the
transactions described by this Agreement in any manner which would entitle such
Person to any fee or commission in connection with this Agreement or the
transactions described in this Agreement, except for Marcus and Millichap who
will be paid a commission by Sellers if the transaction contemplated by this
Agreement closes. Jefferies LLC has acted as Seller's advisor and shall be
compensated by Sellers pursuant to the terms and conditions of a separate
agreement.
5.1.26
Disclaimers.
(a)
PURCHASER ACKNOWLEDGES THAT IT SHALL HAVE TIME TO INSPECT, EXAMINE, AND
INVESTIGATE THE ASSETS AND TO REVIEW THE DUE DILIGENCE DATA RELATING THERETO
PRIOR TO THE CLOSING HEREUNDER. PURCHASER ACKNOWLEDGES AND AGREES THAT, EXCEPT
WITH RESPECT TO THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS
AGREEMENT AND/OR THE DOCUMENTS DELIVERED AT CLOSING, PURCHASER IS RELYING SOLELY
ON ITS OWN INSPECTIONS, EXAMINATIONS, AND INVESTIGATIONS IN MAKING THE DECISION
TO PURCHASE THE ASSETS.
(b)
PURCHASER IS PURCHASING THE ASSETS IN THEIR "AS IS" CONDITION "WITH ALL
FAULTS" AS OF THE CLOSING DATE AND WITHOUT ANY WARRANTIES, REPRESENTATIONS, OR
GUARANTIES OF ANY KIND, ORAL OR WRITTEN, EXPRESS OR IMPLIED, CONCERNING THE
ASSETS FROM OR ON BEHALF OF SELLERS EXCEPT AS SET FORTH HEREIN. PURCHASER
ACKNOWLEDGES THAT, EXCEPT AS SET FORTH
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HEREIN, SUCH SELLER HAS NOT, DOES NOT, AND WILL NOT MAKE ANY REPRESENTATIONS,
WARRANTIES, OR GUARANTIES OF ANY KIND, ORAL OR WRITTEN, EXPRESS OR IMPLIED:
(I) CONCERNING THE ASSETS, INCLUDING, WITHOUT LIMITATION, THE STRUCTURAL
ELEMENTS, FOUNDATIONS, ROOFS, APPURTENANCES, ACCESS, LANDSCAPING, PARKING
FACILITIES, ELECTRICAL, MECHANICAL, HVAC, PLUMBING, SEWAGE OR UTILITY SYSTEMS,
FACILITIES, OR APPLIANCES RELATING TO THE CONDOMINIUM PROPERTY OR ANY PORTION
THEREOF; (II) THE QUALITY, NATURE, ADEQUACY, OR PHYSICAL CONDITION OF SOILS OR
GROUND WATER AT OR UNDER THE LAND ON WHICH ANY CONDOMINIUM PROPERTY ARE LOCATED;
(III) THE EXISTENCE, QUALITY, NATURE, ADEQUACY, OR PHYSICAL CONDITION OF ANY
UTILITY SERVING THE ASSETS; (IV) THE PROPERTY TAXES NOW OR HEREAFTER PAYABLE ON
THE ASSETS OR THE VALUATION OF THE ASSETS FOR PROPERTY TAX PURPOSES; (V) THE
DEVELOPMENT POTENTIAL OF THE ASSETS OR THE HABITABILITY, MERCHANTABILITY OR
FITNESS, SUITABILITY, OR ADEQUACY OF THE ASSETS OR ANY PORTION THEREOF FOR ANY
PARTICULAR USE OR PURPOSE; (VI) THE ZONING OR OTHER LEGAL STATUS OF THE ASSETS;
(VII) THE COMPLIANCE BY THE ASSETS OR OF THE BUSINESS, OR ANY PORTION THEREOF,
WITH ANY APPLICABLE CODES, LAWS, REGULATIONS, STATUTES, ORDINANCES, COVENANTS,
CONDITIONS, OR RESTRICTIONS OF ANY GOVERNMENTAL OR QUASI-GOVERNMENTAL ENTITY OR
OF ANY OTHER PERSON OR ENTITY; (VIII) THE QUALITY OF ANY LABOR OR MATERIALS
RELATING IN ANY MANNER TO THE ASSETS; (IX) THE CONDITION OF TITLE TO THE ASSETS
OR THE NATURE,