Offer To Purchase Real Estate (Page 3 of 4) in pdf

IT IS UNDERSTOOD BY BIDDER THAT BIDDER HAS HAD ADEQUATE OPPORTUNITY TO INSPECT

ALL ASPECTS OF THE PROPERTY AND IS NOT RELYING ON ANY EXPRESS OR IMPLIED

PROMISES, GUARANTIES OR OTHER UNDERTAKING OR STATEMENT MADE BY THE BOARD OR

ANYONE ACTING OR CLAIMING TO ACT ON BEHALF OF THE BOARD IN PURCHASING THE

PROPERTY. THE BOARD HEREBY SPECIFICALLY DISCLAIMS ANY WARRANTY, GUARANTY, OR

REPRESENTATION, ORAL OR WRITTEN, PAST, PRESENT, OR FUTURE, OF, AS TO, OR

CONCERNING (i) THE NATURE AND CONDITION OF THE PROPERTY, INCLUDING, WITHOUT

LIMITATION, THE WATER, SOIL AND GEOLOGY, AND THE SUITABILITY THEREOF, FOR ANY

AND ALL ACTIVITIES AND USES WHICH BIDDER MAY ELECT TO CONDUCT THEREON, (ii) THE

NATURE AND EXTENT OF ANY RIGHT-OF-WAY, ENCUMBRANCE, RESERVATION, CONDITION,

OR OTHERWISE, (iii) THE COMPLIANCE OF THE PROPERTY OR THE OPERATION THEREOF

WITH ANY LAWS, RULES, ORDINANCES, OR REGULATIONS OF ANY GOVERNMENT OR OTHER

BODY, (iv) ANY ENVIRONMENTAL CONDITIONS WHICH MAY EXIST ON THE PROPERTY,

INCLUDING, WITHOUT LIMITATION, THE EXISTENCE OR NONEXISTENCE OF “HAZARDOUS

SUBSTANCES,” “HAZARDOUS MATERIALS,” “TOXIC SUBSTANCES,” OR “SOLID WASTE” AS

SUCH TERMS ARE DEFINED IN THE COMPREHENSIVE ENVIRONMENTAL RESPONSE

COMPENSATION AND LIABILITY ACT OF 1980, AS AMENDED BY SUPERFUND AMENDMENTS

AND REAUTHORIZATION ACT OF 1986, THE RESOURCE CONSERVATION AND RECOVERY ACT

OF 1976, AND THE HAZARDOUS MATERIALS TRANSPORTATION ACT, AND ANY OTHER

FEDERAL, STATE OR LOCAL STATUTES, ORDINANCES, CODES, RULES, REGULATIONS, ORDERS

OR DECREES REGULATING, RELATING TO OR IMPOSING LIABILITY OR STANDARDS OF

CONDUCT CONCERNING ANY HAZARDOUS, TOXIC OR DANGEROUS WASTE, SUBSTANCE,

CHEMICAL OR MATERIAL NOW OR HEREAFTER IN EFFECT, AND IN THE REGULATIONS

PROMULGATED PURSUANT TO SUCH LAWS, ALL AS AMENDED (ALL OF THE FOREGOING

BEING REFERRED TO AS THE “HAZARDOUS WASTE LAWS”), AND (v) THE FINANCIAL EARNING

CAPACITY OR HISTORY OR EXPENSE HISTORY OF THE OPERATION OF THE PROPERTY. THE

CONVEYANCE OF THE PROPERTY IS MADE ON AN “AS-IS/WHERE-IS” BASIS, AND BIDDER

EXPRESSLY ACKNOWLEDGES, IN CONSIDERATION OF THE AGREEMENTS OF THE BOARD

HEREIN, THE BOARD MAKES NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, OR

ARISING BY OPERATION OF LAW, INCLUDING, BUT IN NO WAY LIMITED TO, ANY WARRANTY

OF CONDITION, HABITABILITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR

PURPOSE OF THE PROPERTY. BIDDER ACKNOWLEDGES, WARRANTS AND REPRESENTS TO

THE BOARD THAT NO REPRESENTATIONS HAVE BEEN MADE BY THE BOARD, ITS AGENTS,

BROKERS, OR EMPLOYEES IN ORDER TO INDUCE BIDDER TO ENTER INTO THIS TRANSACTION

OTHER THAN AS EXPRESSLY STATED HEREIN. WITHOUT LIMITING THE GENERALITY OF THE

FOREGOING, BIDDER ACKNOWLEDGES, WARRANTS AND REPRESENTS TO THE BOARD THAT

NEITHER THE BOARD NOR THE BOARD’S AGENTS, BROKERS OR EMPLOYEES HAVE MADE ANY

REPRESENTATION OR STATEMENT TO BIDDER CONCERNING THE PROPERTY’S INVESTMENT

POTENTIAL OR RESALE AT ANY FUTURE DATE, AT A PROFIT OR OTHERWISE, NOR HAS THE

BOARD OR THE BOARD’S AGENTS, BROKERS OR EMPLOYEES RENDERED ANY ADVICE OR

EXPRESSED ANY OPINION TO BIDDER REGARDING ANY INCOME TAX CONSEQUENCES OF

OWNERSHIP OF THE PROPERTY. BIDDER ACKNOWLEDGES ANY REPORTS SUPPLIED OR MADE

AVAILABLE BY THE BOARD, WHETHER WRITTEN OR ORAL, OR IN THE FORM OF MAPS,

SURVEYS, PLATS, SOIL REPORTS, ENGINEERING STUDIES, ENVIRONMENTAL STUDIES, OR

OTHER INSPECTION REPORTS PERTAINING TO THE PROPERTY (“REPORTS”) WERE

DELIVERED TO THE BIDDER ON AN “AS-IS/WHERE-IS” BASIS SOLELY AS A COURTESY AND THE

BOARD HAS NIETHER VERIFIED THE ACCURACY OF ANY STATEMENTS OR OTHER

INFORMATION THEREIN CONTAINED, NOR ANY METHOD USED TO COMPILE THE REPORTS OR

THE QUALIFICATIONS OF THE PERSON(S) PREPARING THE REPORTS AND THE BOARD MAKES

NO REPRESENTATION, EXPRESS OR IMPLIED, OR ARISING BY OPERATION OF LAW, AS TO THE

ACCURACY, COMPLETENESS OR OTHER ASPECT OF THE REPORTS.

Bidder represents and warrants that no broker, salesman or finder has been engaged by it in connection with the

transaction contemplated by this Offer. If there is any claim for any broker’s fee or commission in connection with

the negotiation, execution or consummation of this Offer, the Bidder shall defend, indemnify and save the Board

harmless from and against any such claim including, but not limited to court costs and attorneys’ fees.

Page 6

Offer To Purchase Real Estate Page 3

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