the Loan Documents, the
Tenant Leases and at the Closing the New Lease, and all information which has
been given to Buyer by Seller is complete and accurate.
g.
Environmental Matters. To Seller's actual knowledge, without a
duty to investigate, and except as disclosed in the Environmental Report,
neither Seller nor the Property is in material violation of any applicable
environmental law, regulation, ordinance or order of any government entity
relating to contamination of or adverse effects on the environment.
EXCEPT AS EXPRESSLY REPRESENTED OR WARRANTED BY SELLER IN THIS AGREEMENT, BUYER
ACKNOWLEDGES THAT NEITHER SELLER NOR ANY MEMBER, MANAGER, AGENT, OFFICER,
DIRECTOR, EMPLOYEE OR REPRESENTATIVE OF SELLER HAS MADE ANY STATEMENT, PROMISE,
WARRANTY OR REPRESENTATION, AND SELLER HEREBY DISCLAIMS ANY SUCH STATEMENT,
PROMISE, WARRANTY OR REPRESENTATION REGARDING THE PROPERTY, INCLUDING WITHOUT
LIMITING THE GENERALITY OF THE FOREGOING, ANY STATEMENT OR REPRESENTATION AS TO
THE EXISTENCE OR AVAILABILITY OF PERMITS OR APPROVALS, THE PHYSICAL NATURE OR
CONDITION OF THE PROPERTY, SOIL AND SUBSOIL CONDITIONS, SURFACE WATER,
UNDERGROUND WATER, THE PROPERTY'S FEASIBILITY FOR ANY PARTICULAR PURPOSE,
DEVELOPMENT, USE, IMPROVEMENT OR OPERATION, THE VALUE, CONDITION OF OR
COMPLIANCE BY THE PROPERTY WITH APPLICABLE LAWS, OR ANY OTHER MATTER OR THING
AFFECTING OR RELATED TO THE PROPERTY OR ANY FUTURE USE, IMPLEMENTATION,
DEVELOPMENT, ENJOYMENT OR OPERATION THEREOF. BUYER AGREES THAT BUYER, IN
EXECUTING, DELIVERING AND/OR PERFORMING THIS AGREEMENT, HAS NOT AND DOES NOT
RELY UPON, AND SELLER DISCLAIMS AND IS NOT LIABLE OR BOUND IN ANY MANNER BY, ANY
EXPRESS OR IMPLIED WARRANTY (INCLUDING ANY WARRANTY AS TO THE PROPERTY'S FITNESS
FOR A PARTICULAR USE OR PURPOSE), GUARANTY, PROMISE, STATEMENT, REPRESENTATION,
ASSURANCE, PROPOSAL OR INFORMATION PERTAINING TO THE PROPERTY OR THE PROPERTY'S
ZONING, POTENTIAL USE OR DEVELOPMENT, MADE OR FURNISHED BY SELLER OR ANY MEMBER,
MANAGER, AGENT, EMPLOYEE OR OTHER PERSON REPRESENTING OR PURPORTING TO REPRESENT
SELLER, EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, WHETHER MADE OR GIVEN
DIRECTLY OR INDIRECTLY, VERBALLY OR IN WRITING. EXCEPT AS EXPRESSLY SET FORTH IN
THIS AGREEMENT, BUYER ACCEPTS THE PROPERTY IN ITS "AS IS" CONDITION "WITH ALL
DEFECTS AND FAULTS." BUYER HAS REQUESTED THAT SELLER PURSUANT TO SECTION 6
HEREOF
7
FURNISH BUYER WITH THE INFORMATION AND MATERIALS LISTED THEREIN, AND AS AN
ACCOMMODATION TO BUYER, SELLER HAS AGREED TO FURNISH SUCH INFORMATION TO BUYER;
HOWEVER, BUYER HEREBY ACKNOWLEDGES AND AGREES THAT SELLER IS MAKING ABSOLUTELY
NO REPRESENTATION OR WARRANTY WHATSOEVER WITH RESPECT TO ANY OF SUCH INFORMATION
PROVIDED BY SELLER TO BUYER.
B.
Representations and Warranties as to Buyer. Buyer represents and
warrants to Seller as follows, which are true and accurate as of the Opening
Date, which will be true and accurate as of the Closing, and which shall survive
the Closing for a period of one (1) year:
(a)
Organization; Authority. Buyer is duly organized, validly existing
and in good standing in the State of California, and is qualified to transact
business in the State of Arizona, and has full power and authority to enter into
and to perform its obligations under