CONDITION OF THE PROPERTY; REPRESENTATIONS. (a) PURCHASER HEREBY ACKNOWLEDGES THAT, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER SELLER, NOR ANY PERSON ACTING ON BEHALF OF SELLER, NOR ANY PERSON OR ENTITY WHICH PREPARED OR PROVIDED ANY OF THE MATERIALS REVIEWED BY PURCHASER IN CONDUCTING ITS DUE DILIGENCE, NOR ANY DIRECT OR INDIRECT OFFICER, DIRECTOR, PARTNER, MEMBER, SHAREHOLDER, EMPLOYEE, AGENT, REPRESENTATIVE, ACCOUNTANT, ADVISOR, ATTORNEY, PRINCIPAL, AFFILIATE, CONSULTANT, CONTRACTOR, SUCCESSOR OR ASSIGN OF ANY OF THE FOREGOING PARTIES (SELLER, SELLER RELATED PARTIES AND ALL OF THE OTHER PARTIES DESCRIBED IN THE PRECEDING PORTIONS OF THIS SENTENCE (OTHER THAN PURCHASER) SHALL BE REFERRED TO HEREIN COLLECTIVELY AS THE "EXCULPATED PARTIES") HAS MADE OR SHALL BE DEEMED TO HAVE MADE ANY ORAL OR WRITTEN REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESSED OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE (INCLUDING WITHOUT LIMITATION WARRANTIES OF HABITABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE), WITH RESPECT TO THE PROPERTIES, THE PERMITTED USE OF THE PROPERTIES OR THE ZONING AND OTHER LAWS, REGULATIONS AND RULES APPLICABLE THERETO OR THE COMPLIANCE BY THE PROPERTIES THEREWITH, THE REVENUES AND EXPENSES GENERATED BY OR ASSOCIATED WITH THE PROPERTIES, OR OTHERWISE RELATING TO THE PROPERTIES OR THE TRANSACTIONS CONTEMPLATED HEREIN. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, PURCHASER FURTHER ACKNOWLEDGES THAT ALL MATERIALS WHICH HAVE BEEN PROVIDED BY ANY OF THE EXCULPATED PARTIES HAVE BEEN PROVIDED WITHOUT ANY WARRANTY OR REPRESENTATION, EXPRESSED OR IMPLIED AS TO THEIR CONTENT, SUITABILITY FOR ANY PURPOSE, ACCURACY, TRUTHFULNESS OR COMPLETENESS AND PURCHASER SHALL NOT HAVE ANY RECOURSE AGAINST SELLER OR ANY OF THE OTHER EXCULPATED PARTIES IN THE EVENT OF ANY ERRORS THEREIN OR OMISSIONS THEREFROM. PURCHASER IS ACQUIRING THE PROPERTIES BASED SOLELY ON ITS OWN INDEPENDENT INVESTIGATION AND INSPECTION OF THE PROPERTIES AND NOT IN RELIANCE ON ANY INFORMATION PROVIDED BY SELLER, OR ANY OF THE OTHER EXCULPATED PARTIES, EXCEPT FOR THE REPRESENTATIONS AND COVENANTS EXPRESSLY SET FORTH HEREIN. PURCHASER EXPRESSLY DISCLAIMS ANY INTENT TO RELY ON ANY SUCH MATERIALS PROVIDED TO IT BY SELLER IN CONNECTION WITH ITS DUE DILIGENCE AND AGREES THAT IT SHALL RELY SOLELY ON ITS OWN INDEPENDENTLY DEVELOPED OR VERIFIED INFORMATION EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT. DOC ID - 21031260.28
(b) PURCHASER ACKNOWLEDGES AND AGREES THAT IT IS PURCHASING THE PROPERTIES "AS IS" AND "WITH ALL FAU...
CONDITION OF THE PROPERTY; REPRESENTATIONS. (a) Owner hereby represents and warrants to Purchaser as of the date hereof and shall be deemed to have remade such representations and warranties as of the Closing as follows (each a "Representation"):
(i) Owner was duly formed and is validly existing as a corporation in good standing under the laws of the State of Maryland. 1290 Partners was duly formed and is validly existing as a limited partnership in good standing under the laws of the State of Delaware. Owner owns 100% of the outstanding limited partnership interests of 1290 Partners, representing 99.9% of the partnership interest of 1290 Partners. 1290 GP Corp., a Delaware corporation, is the sole general partner of 1290 Partners, and owns 0.1% of the limited partnership interests in 1290 Partners. Owner owns all of the outstanding shares of 1290 GP Corp. Each of Owner and 1290 Partners has full power and authority and all licenses, permits, and authorizations necessary to carry on the business in which it is engaged and to own and use the properties owned and used by it in all other jurisdictions in which Owner and 1290 Partners is transacting business except where the failure to have such licenses, permits and authorizations would not have a material adverse effect on the operation of the Property. Owner has full power and authority to enter into and perform this Agreement in accordance with its terms, and those executing this Agreement on its behalf are authorized to do so and thereby bind Owner to the terms hereof. This Agreement and all documents executed by Owner, or its affiliates, which are to be delivered to Purchaser at the Closing are, and at the time of the Closing, will be, duly authorized, executed and delivered by Owner or its affiliates, as the case may be, and at the time of the Closing, will be the legal, valid and binding obligations of Owner or its affiliates, as the case may be, enforceable against Owner or such affiliates in accordance with its terms subject to the approval of the stockholders of the Owner, and except as such enforcement may be limited by applicable bankruptcy, insolvency, moratorium or other similar laws affecting the rights of creditors generally, and do not and, at the time of the Closing, will not, constitute a default under any written obligation of Owner or violate any judicial order to which Owner is subject or bound, except where such default or violation would not have a material adverse effect on Owner's ability to perform its obligations hereunder o...
CONDITION OF THE PROPERTY; REPRESENTATIONS. (a) Purchaser expressly acknowledges and agrees that Seller shall not be liable for any latent or patent defects in the Property and that except as expressly set forth in this Agreement, neither Seller, nor any person acting on behalf of Seller, nor any person or entity which prepared or provided any of the materials reviewed by Purchaser in conducting its due diligence, nor any direct or indirect officer, director, partner, shareholder, employee, agent, representative, accountant, advisor, attorney, principal, affiliate, consultant, contractor, successor or assign of any of the foregoing parties (Seller, and all of the other parties described in the preceding portions of this sentence (other than Purchaser), shall be referred to herein collectively as the “Exculpated Parties”) has made any oral or written representations or warranties, whether expressed or implied, by operation of law or otherwise, with respect to the Property, the zoning and other laws, regulations and rules applicable thereto or the compliance by the Property therewith, the revenues and expenses generated by or associated with the Property, or otherwise relating to the Property or the transactions contemplated herein. Purchaser further acknowledges and agrees that, except as expressly set forth in this Section 8, all materials which have been provided by any of the Exculpated Parties have been provided without any warranty or representation, expressed or implied as to their content, suitability for any purpose, accuracy, truthfulness or completeness and Purchaser shall not have any recourse against Seller or any of the other Exculpated Parties in the event of any errors therein or omissions therefrom. Purchaser is familiar with the physical and environmental condition of the Property and has conducted (or elects not to conduct) such investigations of the affairs and conditions of the Property as Purchaser has considered appropriate and Purchaser is acquiring the Property based solely on its own independent investigation and inspection of the Property and not in reliance on any information provided by Seller, or any of the other Exculpated Parties, except for the representations expressly set forth herein.
(b) Purchaser acknowledges and agrees that, except as expressly set forth in this Section 8, it is purchasing the Property “AS IS” and “WITH ALL FAULTS”, based upon the condition of the Property as of the date of this Agreement, reasonable wear and tear and, subject to the provisions o...
