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experts selected by Buyer to inspect the books,
records and premises. SELLER IS CONVEYING THE
PREMISES AS IS WHERE IS. ALL WARRANTIES OF EVERY
KIND WITH RESPECT TO THE PREMISES, THE FINANCIAL
CONDITION OF THE PREMISES, THE BOOKS AND RECORDS
OF SELLER, PROFIT AND LOSS STATEMENTS, BALANCE
SHEETS, ARE HEREBY DISCLAIMED INCLUDING BUT
WITHOUT LIMITING THE WARRANTY OF MERCHANTABILITY
AND HABITABILITY AND FITNESS FOR PURPOSE INTENDED.
BUYER ACKNOWLEDGES THAT THE INFORMATION REGARDING
SELLER'S BUSINESS WHICH HAS PREVIOUSLY BEEN
FURNISHED BY SELLER TO BUYER DOES NOT CONSTITUTE
A REPRESENTATION FOR ANY PURPOSE. THE FINANCIAL
BUSINESS OPERATION RECORDS OF THE SELLER ARE
FURNISHED TO THE BUYER FOR INFORMATIONAL PURPOSES
ONLY. BUYER AGREES THAT BUYER WILL HAVE ITS OWN
INDEPENDENT AUDITORS, FINANCIAL EXPERTS, TAX
ADVISORS, ATTORNEYS, ACCOUNTANTS TO REVIEW THE
BUSINESS OPERATIONS AND BUYER WILL SATISFY BUYER'S
SELF, WITHOUT RELIANCE UPON ANY INFORMATION BY
SELLER, AS TO WHETHER BUYER INTENDS TO PURCHASE
THE PROPERTIES OR NOT.
Shortly after signing the Second Addendum, petitioner and
petitioner Barbara H. Patterson, together with their accountant,
traveled to Houston to examine the financial records of Skylane
Apartments. Upon arriving there, petitioners were given access
to Mr. Suiter's records regarding Skylane Apartments, including
rent receipts and bank deposits.
By December 19, 1990, petitioner was unable to make the
downpayment of $2,550,000, and the sale of Skylane Apartments did
not close. The Earnest Money Contract expired, and no additional
extensions were granted.
On or before December 20, 1990, petitioner retained an
attorney, John Trueheart (Mr. Trueheart), to seek recovery of the
amounts paid to Mr. Suiter.
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