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all claims or causes of action under the Certificate shall be <br />• asserted or commenced by Buyer within the earlier of (i) the <br />applicable limitations period for such claims under Colorado law or <br />(ii) 5 years after the date of the Closing. Any and all claims or <br />causes of action under the Certificate which are not asserted or <br />commenced within such period of time shall be deemed waived, <br />released, and forever relinquished by Buyer. In the event of a <br />termination of this Agreement by Buyer pursuant to this <br />Paragraph 13, provided that there is not then any uncured defaults <br />hereunder by Buyer, the Deposit shall be returned to Buyer and both <br />parties shall thereupon be relieved of all further obligations <br />hereunder, except for any obligations of Buyer arising under any of <br />Paragraphs 8, 17, 18, 19, and 20, all of which shall continue in <br />full force and effect. <br />14: Property Sold As Is. Buyer is relying upon its own <br />inspection of the Property to evaluate the condition of the <br />Property and the suitability of the Property for Buyer's intended <br />use. Buyer hereby acknowledges that the opportunity to inspect the <br />Property provided herein is sufficient for Buyer to obtain whatever <br />information regarding the Property that Buyer may deem necessary <br />for Buyer to determine the condition of the Property and its <br />suitability for Buyer's intended use. Except as specifically set <br />forth in Paragraph 12 of this Agreement (as modified by the <br />Certificate), the Property shall be.sold and conveyed hereunder to <br />Buyer as is, without any representation or warranty by Seller of <br />• any kind or nature whatsoever. Buyer hereby acknowledges that, <br />except as specifically set forth in Paragraph 12 of this Agreement <br />(as modified by the Certificate), and except for the warranties of <br />title set forth in the Deed, Seller hereby disclaims any and all <br />express and implied warranties regarding the Property or the <br />condition thereof, including, without limitation, the fitness of <br />the Property for any particular purpose. <br />15. Closing. The closing of the sale of the Property <br />from Seller to Buyer (the "Closing") shall take place in the <br />offices of the-Title Company on the later of (i) the 15th day after <br />the last day of the Inspection Period, or (ii) on the 10th business <br />day after the last day of the Cure Period. <br />At the Closing: <br />(A) Buyer shall pay to Seller the Closing Payment <br />and Buyer shall execute and deliver to Seller the Note, <br />the Deed of Trust, and the Indemnity Agreement, and Buyer <br />shall cause PHC to execute and deliver to Seller the <br />Guaranty. <br />(B) The Deposit shall be paid to Seller. <br />(C) Seller shall convey the Property (except for <br />. the Water Rights) to Buyer by a duly executed Special <br />Warranty Deed in the form of Exhibit E attached hereto <br />and by this reference made part hereof (the "Deed"). <br />-9- <br />