|
<br />v.2 (Java)
<br />EL185\76\937850.v4 8
<br />with respect to the physical condition of the Property, including but not limited to, the existence or
<br />absence of petroleum, hazardous substances, pollutants or contaminants in, on, or under, or affecting
<br />the Property or with respect to the compliance of the Property or its operation with any laws,
<br />ordinances, or regulations of any government or other body, except as stated above. The Buyer
<br />acknowledges and agrees that the EDA has not made and does not make any representations,
<br />warranties, or covenants of any kind or character whatsoever, whether expressed or implied, with
<br />respect to warranty of income potential, operating expenses, uses, habitability, tenant ability, or
<br />suitability for any purpose, merchantability, or fitness of the Property for a particular purpose, all of
<br />which warranties EDA hereby expressly disclaims, except as stated above. The Buyer is relying
<br />entirely upon information and knowledge obtained from the Buyer’s own investigation, experience,
<br />and knowledge obtained from the Buyer’s own investigation, experience, or personal inspection of
<br />the Property. The Buyer expressly assumes, at closing, all environmental and other liabilities with
<br />respect to the Property whether such liability is imposed by statute or derived from common law
<br />including, but not limited to, liabilities arising under the Comprehensive Environmental Response,
<br />Compensation and Liability Act (“CERCLA”), the Hazardous and Solid Waste Amendments Act,
<br />the Resource Conservation and Recovery Act (“RCRA”), the federal Water Pollution Control Act,
<br />the Safe Drinking Water Act, the Toxic Substances Act, the Superfund Amendments and
<br />Reauthorization Act, the Toxic Substances Control Act and the Hazardous Materials Transportation
<br />Act, all as amended, and all other comparable federal, state or local environmental conservation or
<br />protection laws, rules or regulations. The foregoing assumption shall survive Closing. All statements
<br />of fact or disclosures, if any, made in this Agreement or in connection with this Agreement, do not
<br />constitute warranties or representations of any nature. The foregoing provision shall survive Closing
<br />and shall not be deemed merged into any instrument of conveyance delivered at Closing.
<br />
<br />11. REPRESENTATIONS AND WARRANTIES BY THE BUYER. The Buyer represents
<br />and warrants to the EDA that the Buyer has the requisite capacity, power, and authority to enter
<br />into this Agreement and the Buyer’s Closing Documents; such execution, delivery, and
<br />performance by the Buyer of such documents does not conflict with or result in a violation of any
<br />judgment, order or decree of any court or arbiter to which the Buyer is a party; such documents
<br />are valid and binding obligations of the Buyer, and are enforceable in accordance with their terms.
<br />12. CONDEMNATION. If, prior to the Closing, eminent domain proceedings are
<br />commenced against all or any material part of the Property, the EDA shall immediately give notice
<br />to the Buyer of such fact and at the Buyer’s option (to be exercised within 15 days after the EDA’s
<br />notice), this Agreement shall terminate, in which event neither party will have further obligations
<br />under this Agreement. Thereupon the Title Company shall disburse the Earnest Money to the
<br />Buyer. If the Buyer fails to give such notice, then there shall be no reduction in the Purchase Price,
<br />and the EDA shall assign to the Buyer at the Closing all of EDA’s right, title, and interest in and
<br />to any award made or to be made in the condemnation proceedings. Prior to the Closing, the EDA
<br />shall not designate counsel, appear in, or otherwise act with respect to the condemnation
<br />proceedings without the Buyer’s prior written consent. For purposes of this section, the words “a
<br />material part” means a part if acquired by a condemning authority would materially hinder Buyer’s
<br />operations on the Property. Notwithstanding any other term or condition of this Section 12 to the
<br />contrary, the EDA shall not commence nor consent to any eminent domain proceedings affecting
<br />all or any part of the Property without the Buyer’s prior written consent, which consent shall not
<br />unreasonably be withheld.
<br />Page 24 of 41
|