is required for the execution,
delivery or performance by Buyer of this Agreement, or any related documents or
instruments, to which Buyer is a party.
(d) Bankruptcy. No voluntary, and to Buyer's knowledge no involuntary,
attachments, execution proceedings, assignments for the benefit of creditors,
insolvency, bankruptcy, reorganization or other insolvency-related proceedings
are pending against Buyer.
All representations and warranties of Buyer set forth in this Section 6.3
as well as Seller's right to enforce its remedies hereunder for any breach of
the same, shall survive the Closing for a period of six (6) months (i.e.,
meaning that Seller must give notice in writing to Buyer of such claim, in
reasonable detail, prior to the expiration of said 6-month period and commence a
claim therefor in a court of competent jurisdiction within thirty (30) days
thereafter).
6.4 AS-IS. EXCEPT FOR THOSE REPRESENTATIONS AND WARRANTIES SET FORTH IN
SECTION 6.1 ABOVE AND IN SECTION 13.1 BELOW, BUYER ACKNOWLEDGES THAT IT IS NOT
RELYING ON ANY REPRESENTATIONS OR WARRANTIES WHATSOEVER BY SELLER OR ANY AGENT
OR EMPLOYEE THEREOF REGARDING THE PROPERTY (INCLUDING, WITHOUT LIMITATION, ITS
PHYSICAL CONDITION, ITS SUITABILITY FOR ANY PARTICULAR PURPOSE, ITS COMPLIANCE
WITH LAWS [INCLUDING, WITHOUT LIMITATION, ENVIRONMENTAL LAWS, OR THE ABSENCE OF
HAZARDOUS SUBSTANCES THEREUPON]), AND SELLER EXPRESSLY DISCLAIMS ANY AND ALL
SUCH REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, EXCEPT FOR ANY LIMITED
WARRANTIES CONTAINED IN SECTION 6.1 ABOVE AND IN SECTION 13.1 BELOW. EXCEPT FOR
THOSE REPRESENTATIONS AND WARRANTIES SET FORTH IN SECTION 6.1 ABOVE, BUYER SHALL
ACCEPT THE PROPERTY IN ITS "AS IS", "WHERE IS", "WITH ALL FAULTS" CONDITION, AND
SELLER HEREBY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE, EXPRESS OR IMPLIED.
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, SELLER MAKES NO
REPRESENTATION OR WARRANTY AS TO THE TRUTH, ACCURACY OR COMPLETENESS OF ANY
MATERIALS, DATA OR OTHER INFORMATION DELIVERED OR MADE AVAILABLE BY SELLER TO
BUYER IN CONNECTION WITH THE TRANSACTION CONTEMPLATED HEREBY (INCLUDING, WITHOUT
LIMITATION, THE DUE DILIGENCE MATERIALS).
17
BUYER ACKNOWLEDGES THAT IT IS A SOPHISTICATED REAL ESTATE BUYER WHO HAS
HERETOFORE HAD OPEN ACCESS TO, AND SUFFICIENT TIME TO REVIEW, ALL INFORMATION,
DOCUMENTS, AGREEMENTS, STUDIES AND TESTS RELATING TO THE PROPERTY THAT BUYER
DEEMED NECESSARY TO REVIEW IN ITS SOLE DISCRETION, AND HAS CONDUCTED A COMPLETE
AND THOROUGH INSPECTION, ANALYSIS AND EVALUATION OF THE PROPERTY, INCLUDING BUT
NOT LIMITED TO ENVIRONMENTAL TESTING. BUYER HEREBY RELEASES SELLER, ITS
CONSTITUENT OWNERS, AND THEIR RESPECTIVE AGENTS AND EMPLOYEES, FROM ANY AND ALL
LIABILITY, RESPONSIBILITY, CLAIMS, DAMAGES, LOSSES AND EXPENSES ARISING OUT OF
OR RELATED TO THE CONDITION OF THE PROPERTY OR ITS SUITABILITY FOR ANY PURPOSE,
EXCEPT FOR ANY LIABILITY OF SELLER EXPRESSLY SET FORTH HEREIN.
BUYER HAS UNDERTAKEN SUCH INVESTIGATION AS BUYER DEEMED NECESSARY TO MAKE
BUYER FULLY AWARE OF THE CONDITION OF THE PROPERTY AS WELL AS ALL FACTS,
CIRCUMSTANCES AND INFORMATION WHICH MAY AFFECT THE USE AND OPERATION OF THE
PROPERTY, AND BUYER COVENANTS AND WARRANTS TO SELLER THAT BUYER HAS RELIED AND
SHALL RELY, EXCEPT TO