hold Escrow Agent harmless from and against any reasonable costs,
claims or expenses incurred in connection with the performance of the Escrow
Agent's duties hereunder, unless such costs, claims or expenses were occasioned
by Escrow Agent's bad faith or its willful disregard of this Contract.
Escrow Agent shall not be bound by any agreement between Seller and Purchaser,
whether or not Escrow Agent has knowledge thereof, and Escrow Agent's only
duties and responsibilities shall be to hold, and to dispose of, the Downpayment
and interest earned thereon in accordance with this Contract.
Escrow Agent may
consult with counsel, and any opinion of counsel shall be full and complete
authorization and protection in respect to any action taken or omitted by Escrow
Agent hereunder in good faith and in reliance upon such opinion.
All instructions or notices given to the Escrow Agent shall be in writing and
delivered in accordance with the requirements of this Contract.
For purposes of
this paragraph, such instructions and notices shall be deemed delivered on the
date of delivery, if by hand, or on the date of mailing if mailed, except that
no instruction or notice to Escrow Agent shall be deemed effectively delivered
to Escrow Agent until actual receipt thereof by Escrow Agent.
2
3.
Premises Sold "AS IS".
A. PURCHASER EXPRESSLY UNDERSTANDS AND
AGREES AND ACKNOWLEDGES THAT SELLER WOULD NOT HAVE ENTERED THIS CONTRACT WITHOUT
THE EXPRESS PROVISIONS OF THIS PARAGRAPH 3.
IN PARTICULAR, PURCHASER
ACKNOWLEDGES THAT SELLER ONLY RECENTLY ACQUIRED THE PREMISES BY DEED IN LIEU OF
FORECLOSURE AND THEREFORE SELLER IS BOTH UNWILLING AND UNABLE TO MAKE ANY MORE
REPRESENTATIONS OR WARRANTIES CONCERNING THE PREMISES THEN THE ONES SET FORTH IN
THIS CONTRACT.
IT IS UNDERSTOOD THAT THE PREMISES AND ALL IMPROVEMENTS AND
FIXTURES SHALL BE DELIVERED "AS IS", "WHERE IS" IN THEIR PRESENT CONDITION AND
WITH ALL FAULTS, SUBJECT TO REASONABLE WEAR AND TEAR AND DETERIORATION BETWEEN
NOW AND THE CLOSING DATE.
SELLER SHALL NOT BE LIABLE FOR ANY LATENT OR PATENT
DEFECTS IN THE PREMISES.
PURCHASER ACKNOWLEDGES THAT, EXCEPT AS HEREIN
SPECIFICALLY SET FORTH, NEITHER SELLER NOR ANY OF ITS REPRESENTATIVES,
EMPLOYEES, MEMBERS, OFFICERS, DIRECTORS, SHAREHOLDERS, TRUSTEES, MEMBERS,
PARTNERS, COUNSEL OR AGENTS HAS MADE OR WILL IN THE FUTURE MAKE ANY DISCLOSURES,
REPRESENTATIONS OR WARRANTIES AS TO THE PHYSICAL CONDITION, STATE OF REPAIR,
TENANCY, INCOME, EXPENSES OR OPERATION OF THE PREMISES.
EXCEPTING ONLY THOSE
REPRESENTATIONS (IF ANY) SPECIFICALLY SET FORTH IN THIS CONTRACT, PURCHASER
ACKNOWLEDGES THAT IT HAS NOT RELIED ON ANY REPRESENTATIONS, WARRANTIES OR OTHER
STATEMENTS WHETHER ORAL OR WRITTEN (AND PURCHASER AGREES THAT IT WILL NOT RELY
ON ANY FUTURE REPRESENTATIONS, WARRANTIES OR STATEMENTS WHETHER ORAL OR WRITTEN)
IN ITS DECISION TO ACQUIRE THE PREMISES IN ACCORDANCE WITH THE TERMS
HEREOF.
PURCHASER ALSO ACKNOWLEDGES THAT IT HAS NOT AND AGREES THAT IT WILL NOT
IN THE FUTURE RELY ON ANY "BROKER SET-UPS" OR ANY OTHER COMMUNICATIONS FROM ANY
REAL ESTATE BROKER, MANAGING AGENT OR SIMILAR PARTY.
IN PARTICULAR, EXCEPT AS HEREIN SPECIFICALLY SET FORTH, SELLER HAS NOT