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DOCUMENTS OR ANY STATEMENTS, REPRESENTATIONS OR WARRANTIES OF ANY KIND, OTHER
THAN THOSE SPECIFICALLY SET FORTH IN THIS AGREEMENT OR IN ANY DOCUMENT TO BE
DELIVERED TO THE PURCHASER AT THE CLOSING, MADE. PRIOR TO THE CLOSING PURCHASER
WILL HAVE HAD AN ADEQUATE OPPORTUNITY TO INSPECT THE PROPERTY AND BECOME FULLY
FAMILIAR WITH THE PHYSICAL CONDITION THEREOF AND, SUBJECT TO THE REPRESENTATIONS
AND WARRANTIES MADE IN THIS AGREEMENT, SHALL PURCHASE THE PROPERTY IN ITS
"AS-IS", "WHERE IS" AND "WITH ALL FAULTS" CONDITION ON THE CLOSING DATE.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN THE EVENT THAT
PURCHASER HAS ACTUAL KNOWLEDGE OF A DEFAULT BY SELLER (A "KNOWN DEFAULT"), BUT
NONETHELESS ELECTS TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED HEREBY AND
PROCEEDS TO CLOSING, THEN THE RIGHTS AND REMEDIES OF PURCHASER SHALL BE WAIVED
WITH RESPECT TO SUCH KNOWN DEFAULT UPON THE CLOSING AND SELLER SHALL HAVE NO
LIABILITY WITH RESPECT THERETO. EXCEPT IN THE EVENT OF SELLER'S FRAUD, AND
EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT OR IN ANY DOCUMENTS TO BE
DELIVERED TO THE PURCHASER AT THE CLOSING, FROM AND AFTER THE CLOSING, PURCHASER
SHALL ASSUME THE RISK THAT ADVERSE MATTERS, INCLUDING BUT NOT LIMITED TO,
CONSTRUCTION DEFECTS AND ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS, MAY NOT
HAVE BEEN REVEALED BY PURCHASER'S INVESTIGATIONS, AND PURCHASER, UPON CLOSING,
SHALL BE DEEMED TO HAVE IRREVOCABLY AND UNCONDITIONALLY WAIVED, RELINQUISHED AND
RELEASED SELLER (AND SELLER'S MEMBERS, OFFICERS, DIRECTORS, SHAREHOLDERS,
EMPLOYEES AND AGENTS) FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, CAUSES OF
ACTION EXCEPT FOR FRAUD AND SELLER'S OBLIGATIONS UNDER THIS AGREEMENT (INCLUDING
CAUSES OF ACTION IN TORT OTHER THAN FRAUD), LOSSES, DAMAGES, LIABILITIES, COSTS
AND EXPENSES (INCLUDING ATTORNEYS' FEES AND COURT COSTS) OF ANY AND EVERY KIND
OR CHARACTER, KNOWN OR UNKNOWN, WHICH PURCHASER MIGHT HAVE ASSERTED OR ALLEGED
AGAINST SELLER (AND SELLER'S MEMBERS, OFFICERS, DIRECTORS, SHAREHOLDERS,
EMPLOYEES AND AGENTS) AT ANY TIME BY REASON OF OR ARISING OUT OF THE PROPERTY OR
ITS OPERATION OR IN ANY OTHER WAY. IN CONNECTION WITH THE FOREGOING, PURCHASER
HEREBY EXPRESSLY AND UNCONDITIONALLY WAIVES THE BENEFITS OF ANY PROVISION OR
PRINCIPLE OF ANY FEDERAL, STATE OR LOCAL LAW OR REGULATION THAT MAY LIMIT THE
SCOPE OR EFFECT OF THE FOREGOING WAIVER AND RELEASE.
This release by Purchaser shall constitute a complete defense to any claim,
cause of action, defense, contract, liability, indebtedness or obligation
released pursuant to this release. Nothing in this release shall be construed as
(or shall be admissible in any legal action or proceeding as) an admission by
Seller or any other released party that any defense, indebtedness, obligation,
liability, claim or cause of action exists which is within the scope of those
hereby released.
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/s/ J S
Purchaser's Initials
7. REPRESENTATIONS AND WARRANTIES OF PURCHASER. To induce the Seller to
enter into this Agreement, the Purchaser represents and warrants to the Seller
as follows:
7.1 Status and Authority of the Purchaser. The Purchaser is duly
organized, validly existing and in good standing under the laws of its state