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representations, statements or warranties by Seller or any agent of Seller or any real estate
<br />broker or salesman. All previous written, oral, implied or other statements, representations,
<br />warranties or agreements, if any, are merged herein. Except as expressly set forth herein,
<br />Seller will have no liability to Purchaser, and Purchaser hereby releases Seller from any liability
<br />(including, but not limited to, contractual and/or statutory actions for contribution or indemnity),
<br />for, concerning or regarding (i) the nature and condition of the Premises, including, but not
<br />limited to, the suitability thereof for any activity or use; (ii) any improvements or substances
<br />located thereon; or Oil) the compliance of the Premises with any laws, rules, ordinances or
<br />regulations of any government or other body. PURCHASER ACKNOWLEDGES THAT
<br />SELLER HAS MADE NO, AND EXPRESSLY DISCLAIMS ALL, REPRESENTATIONS,
<br />WARRANTIES, COVENANTS AND AGREEMENTS, WHETHER IMPLIED OR BY
<br />OPERATION OF LAW, WITH RESPECT TO ANY MATTER AFFECTING THE PREMISES,
<br />INCLUDING BUT NOT LIMITED TO: (i) THE CONDITION, SUITABILITY, HABITABILITY,
<br />MERCHANTABILITY OR FITNESS OF THE PREMISES FOR PURCHASER'S PLANNED USE
<br />OF THE PREMISES; (ii) THE AVAILABILITY OR EXISTENCE OF ANY WATER, SEWER OR
<br />UTILITIES (PUBLIC OR PRIVATE); AND (iii) THE EXISTENCE OF ANY HAZARDOUS
<br />SUBSTANCE IN, ON, OR ABOUT THE PREMISES. PURCHASER ACKNOWLEDGES THAT
<br />THE PREMISES IS BEING SOLD "AS IS", THE PROVISIONS OF THIS PARAGRAPH WILL
<br />SURVIVE THE CLOSING HEREUNDER.
<br />8. Escrow: This sale will be closed in escrow with the Title Company, under a deed and
<br />money escrow agreement conforming with this Contract, within 14 days after all contingencies
<br />and/or conditions and provisions of this Contract have been satisfied or waived by Purchaser
<br />and the Title Company is prepared to issue its final owner's policy, subject only to the approved
<br />title matters. Prior to closing, Seller will submit to Purchaser for approval a copy of the required
<br />deed and copies of the restrictive covenants described in Article 3. The submission and
<br />approval of these documents is a contingency of this Contract.
<br />Seller and Purchaser agree that because Seller is a government entity exempt from the
<br />payment of real estate taxes, there will be no current or outstanding real estate taxes prior to
<br />closing. Notwithstanding the foregoing, if there are any outstanding real estate taxes or special
<br />assessments due and payable on or before closing, Seller will be responsible for those costs.
<br />If the Premises is part of a larger parcel and is not separately assessed as of the date of
<br />closing, Purchaser's prorata share will be calculated in the following manner: (A) in the case of
<br />the land, the numerator of the fraction will be the land area of the Premises, and the
<br />denominator of the fraction will be the total land area of the property covered by the tax bill; (B)
<br />in the case of buildings, if there is no separate assessment for the building(s) on the Premises,
<br />the numerator of the fraction will be the area of the building(s) on the Premises, and the
<br />denominator of the fraction will be the total area of all buildings located on the property covered
<br />by the tax bill. Purchaser's prorata share will not include taxes attributable to improvements,
<br />unless there is a building on the Premises and Purchaser intends to use such building. For
<br />purposes of this Article 8, the term "Premises" will not be deemed to include any easement
<br />areas.
<br />All transfer and conveyance taxes or documentary stamps and special real estate taxes
<br />and assessments will be paid by Seller. The cost of recording the documents called for in this
<br />Contract will be paid by Purchaser. The cost of the escrow will be divided equally between
<br />Document #: 1118064-v8
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