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<br />Page 4 of 24 <br />3.1.5 The Property will be conveyed by Seller to Purchaser free and clear of all <br />leases or tenancies by other parties claiming through Seller, except for leases or <br />tenancies effected pursuant to this Agreement. <br />3.1.6 Seller shall notify Purchaser in writing if, at any time prior to Closing, <br />there are any material changes to the foregoing representations and warranties adverse to <br />Purchaser and in such event Purchaser has the right, but not the obligation to terminate <br />this Agreement within ten (10) business days after said notice is delivered by Seller, <br />whereupon the Deposit in full shall be returned to Purchaser from the Title Company. <br />3.2 Purchaser’s Representations. Purchaser hereby represents and warrants to Seller <br />as of the Effective Date of this Agreement as follows: <br />3.2.1 Purchaser is a limited liability company duly formed and in good <br />standing under the laws of the State of Colorado. <br />3.2.2 This Agreement constitutes the legal, valid and binding obligation of <br />Purchaser and is enforceable against Purchaser in accordance with its terms. The <br />execution and delivery of this Agreement, and Purchaser’s performance under this <br />Agreement, are within Purchaser’s powers and have been duly authorized by all <br />necessary company action. The person(s) executing this Agreement on behalf of <br />Purchaser has the authority to so act. <br />3.3 Disclaimer of Certain Representations and Warranties. <br />3.3.1 Purchaser acknowledges that Seller is affording Purchaser the <br />opportunity for full and complete investigations, examinations and inspections of the <br />Property. Except as specifically set forth herein, Purchaser acknowledges and agrees <br />that Seller has not made any independent investigation or verification of, nor has any <br />knowledge of, the accuracy or completeness of any of the Property Information and the <br />Property Information is being furnished to Purchaser at its request and for the <br />convenience of Purchaser. Purchaser is relying solely on its own investigations of the <br />Property and is not relying in any way on Property Information furnished by Seller. <br />Seller expressly disclaims any representations or warranties with respect to the accuracy <br />or completeness of the Property Information and any duty of disclosure provided in this <br />Agreement, and Purchaser releases Seller and Seller’s officers, employees, agents and <br />representatives, from any and all liability with respect to the Property Information and <br />the Property, except for the warranty of title set forth in the special warranty deeds <br />delivered at Closing. <br />3.3.2 Purchaser acknowledges that it is purchasing the Property based solely on <br />its inspection and investigation of the Property and that Purchaser will be purchasing the <br />Property “AS IS” and “WITH ALL FAULTS” based upon the condition of the Property <br />as of the date of the Closing. Without limiting the foregoing, Purchaser acknowledges <br />that, except as expressly set forth in this Agreement, Seller, its officers, employees, <br />agents and representatives have not made, do not make and specifically negate and <br />disclaim any representations, warranties, promises, covenants, agreements or guaranties