Common use of Physical Condition of Property Clause in Contracts

Physical Condition of Property. Seller has not received any summons, citation, directive, letter or other communication or notice, written or oral, and has no independent knowledge, that the Property has even been used by previous owners and/or operators and/or by Seller to generate, manufacture, refine, transport, treat, store (including, without limitation, in any storage tanks), handle, use or dispose of hazardous substances in violation of any applicable law, ordinance or requirement, or is, or has ever been, the subject of any release, spill, leak, emission, pumping, pouring, dumping or other contamination by any hazardous substances. Seller agrees that it will not dispose of or release, or permit the disposal or release of, hazardous substances on the Property from the date hereof through the Closing Date. Seller has not obtained and is not required to obtain any permits, licenses, or similar authorizations to occupy, operate or use the Property by reason of any laws dealing with hazardous substances. If any portion of the Property is condemned or under or subject to condemnation proceedings or threatened to be condemned pursuant to a notice of taking by appropriate authority prior to the Closing Date, Seller shall promptly notify Buyer and Escrow Agent of such facts. If a material portion of the Property is subject to such condemnation or condemnation proceedings or condemnation threat, then by notice given by Buyer to Seller and Escrow Agent, within ten (10) Business Days following Seller’s notice to Buyer, Buyer shall elect in writing to either (a) terminate this Agreement whereupon the Deposit shall be paid to Buyer and thereafter all rights, obligations and liabilities of the parties shall terminate, except for those set forth herein which expressly survive the termination of this Agreement, or (b) consent to purchase the Property subject to the condemnation and Buyer shall receive an assignment from Seller of all of Seller’s rights in and to any condemnation award, whereupon this Agreement shall continue in full force and effect and any award or payment in lieu of condemnation received by Seller prior to the Closing shall be credited against the cash portion of the Purchase Price at Closing. For purposes of this Section, a “material” portion of the Property is defined to mean a portion of the Property having a fair market value of $100,000 or more, or a portion which would adversely affect the use of any remaining portion of the Property for its intended purpose (including access and parking). If Buyer shall fail to give notice of its election to Seller within said ten (10) Business Day period, then Buyer shall be deemed to have elected alternative (a) above in this Section. Seller shall not settle any condemnation or eminent domain proceeding without Buyer’s consent.

Physical Condition of Property. Purchaser will inspect the Resort during the hereinafter described Inspection Period to the extent Purchaser deems necessary in connection with the transactions contemplated by this Agreement. Purchaser acknowledges that Sellers have not made and do not make and are unwilling to make any express or implied representations or warranties as to the present, past or future physical condition, income, expenses, operation, legality of occupancy or any other matter affecting or related to the Assets except as specifically set forth in Article 6 of this Agreement, including the schedules hereto. No representation, warranty or covenant made by any Seller in this Agreement or any document delivered pursuant hereto shall survive the Closing unless otherwise expressly provided in this Agreement. Purchaser agrees to purchase the Assets in their "AS IS" condition and acknowledges and accepts that Sellers disclaim all implied warranties that might otherwise be applicable, including, but not limited to, the warranty of merchantability and fitness under the Uniform Commercial Code. Purchaser has not received relied upon, and Sellers are not liable or bound in any summonsmanner, citationby any verbal or written statements, directiverepresentations, letter real estate brokers' "setups" or information pertaining to the Assets furnished by any real estate broker, agent, employee, servant or other communication or noticepersons unless the same are expressly set forth in this Agreement. The execution and delivery by Sellers at Closing of deeds, written or oralbills of sale, instruments of assignment and other documents, and has no independent knowledgethe acceptance thereof by Purchaser, that the Property has even been used by previous owners and/or operators and/or by Seller to generate, manufacture, refine, transport, treat, store (including, without limitation, in any storage tanks), handle, use or dispose of hazardous substances in violation of any applicable law, ordinance or requirement, or is, or has ever been, the subject of any release, spill, leak, emission, pumping, pouring, dumping or other contamination by any hazardous substances. Seller agrees that it will not dispose of or release, or permit the disposal or release of, hazardous substances on the Property from the date hereof through the Closing Date. Seller has not obtained and is not required to obtain any permits, licenses, or similar authorizations to occupy, operate or use the Property by reason of any laws dealing with hazardous substances. If any portion of the Property is condemned or under or subject to condemnation proceedings or threatened shall be deemed to be condemned pursuant the full performance and discharge of every obligation of Sellers to a notice of taking by appropriate authority be performed under this Agreement prior to the Closing Date, Seller shall promptly notify Buyer Date and Escrow Agent the truth or waiver of such facts. If a material portion of the Property is subject to such condemnation every representation or condemnation proceedings or condemnation threat, then warranty made by notice given by Buyer to Seller and Escrow Agent, within ten (10) Business Days following Seller’s notice to Buyer, Buyer shall elect Sellers in writing to either (a) terminate this Agreement whereupon or in any Schedule attached hereto or in any document, certificate, affidavit or other instrument delivered by Sellers or its agents at or in connection with the Deposit shall be paid to Buyer and thereafter all rights, obligations and liabilities of the parties shall terminateClosing, except for those set forth herein warranties, representations and obligations of Sellers which this Agreement expressly provides are to survive the termination of this Agreement, or (b) consent to purchase the Property subject to the condemnation and Buyer shall receive an assignment from Seller of all of Seller’s rights in and to any condemnation award, whereupon this Agreement shall continue in full force and effect and any award or payment in lieu of condemnation received by Seller prior to the Closing shall be credited against the cash portion of the Purchase Price at Closing. For purposes of this Section, a “material” portion of the Property is defined to mean a portion of the Property having a fair market value of $100,000 or more, or a portion which would adversely affect the use of any remaining portion of the Property for its intended purpose (including access and parking). If Buyer shall fail to give notice of its election to Seller within said ten (10) Business Day period, then Buyer shall be deemed to have elected alternative (a) above in this Section. Seller shall not settle any condemnation or eminent domain proceeding without Buyer’s consent.