|
(a)Purchaser acknowledges and agrees that the Property will be conveyed by Seller at
<br />closing subject to the Restriction Agreement and that the Special Warranty Deed shall contain reference
<br />to same. The (i) zoning, (ii) lien for current taxes, (iii) environmental condition, (iv) the Restriction
<br />Agreement, and (v) matters appearing on Schedule B of the Title Commitment that were not cured and to
<br />which Purchaser failed to object or otherwise waived objection shall be deemed to be Permitted
<br />Exceptions.
<br /> (b) Purchaser understands, acknowledges, and agrees that all rights-of-ways and easements
<br />dedicated to City on behalf of the public and which appear on the final plat of the Property may be
<br />reserved prior to Closing by City for itself and its successors and assigns and the public, which
<br />reservations shall constitute Permitted Exceptions at Closing to the extent they affect the Property.
<br />Representations and Covenants.
<br /> 10.
<br />Seller represents and covenants that: (a) it has authority to enter into this Agreement; and (b) no
<br />other person has any interests in or claims against the Property (other than as reflected by the Title
<br />Commitment), and it will not hereafter encumber the Property. Purchaser represents that it has authority
<br />to enter into this Agreement. The only representations made by any party concerning the Property and
<br />this Agreement are as set out in this Section 10.
<br />Property Sold As Is.
<br /> 11.
<br />(a)Purchaser represents that as of the Closing Date that it:
<br />(i)will have fully inspected the Property; and
<br />(ii)will have made all investigations as it deems necessary or appropriate and will be
<br />relying solely upon its inspection and investigation of the Property for all purposes whatsoever,
<br />including, but not limited to, the determination of the condition of the structures, improvements,
<br />soils, subsurface, drainage, surface and groundwater quality, and all other physical
<br />characteristics; availability and adequacy of utilities; compliance with governmental laws and
<br />regulations; access; encroachments; acreage and other survey matters and the character and
<br />suitability of the Property.
<br />(b) Purchaser hereby acknowledges and agrees that the sale of the Property hereunder is and
<br />will be made on an “as is, where is and with all faults” basis. The occurrence of Closing shall constitute
<br />an acknowledgment by Purchaser that the Property was accepted without representation or warranty,
<br />express or implied (except as otherwise specifically set forth herein and except for the special warranties
<br />of title set forth in the special warranty deed).
<br />(c)Except as otherwise specifically set forth in this Agreement and except for the special
<br />warranties of title set forth in the special warranty deed, Seller hereby specifically negates and disclaims
<br />any representations, warranties or guaranties of any kind or character, whether express or implied, oral or
<br />written, past, present, future or otherwise, of, as to, concerning or with respect to the Property, including
<br />without limitation (i) the nature and condition of the Property and the suitability thereof for any and all
<br />activities and uses which Purchaser may elect to conduct thereon, (ii) the nature and extent of any right-
<br />of-way, lease, possession, lien, encumbrance, license, reservation, condition or any other matter relating
<br />in any way to the Property, (iii) the compliance of the Property or its operation with any laws, ordinances
<br />or regulations of any government or other authority or body, (iv) the existence of any toxic or hazardous
<br />substance or waste in, on, under the surface of or about the Property, (v) geological conditions, including,
<br />without limitation, subsidence, subsurface conditions, water table, underground water reservoirs,
<br />ATTACHMENT I TO PURCHASE AND SALE AGREEMENT: CITY OF LA PORTE TO
<br />LA PORTE DEVELOPMENTCORPORATION – PAGE 17
<br />
<br />
|