Two Hundred Fifty Thousand
Dollars and 00/100 ($250,000.00) for Purchasers actual, out-of-pocket, third
party costs, and neither party shall thereafter have any further right or
obligation hereunder, other than the Surviving Obligations or (b) within
forty-five (45) days after any rights of Purchaser arise due to a Seller's
Willful Default, bring an action in equity against Seller for specific
performance. In no event may Purchaser bring an action against Seller for
damages or seek any remedy (whether or not in an action at law or in equity)
against Seller that could require Seller to pay any monies to Purchaser whether
characterized as damages or otherwise (except for an action to compel Escrow
Agent to return the Deposit to Purchaser if Purchaser is, in fact, entitled to
the return thereof in accordance with this Agreement). The untruth or inaccuracy
of any representation or warranty of Seller or Seller's noncompliance with any
of its covenants shall not be deemed Seller's Willful Default, provided Seller
has complied with its obligations under Section 16D(i) with respect thereto.
1.
Condition of Premises.
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, PURCHASER SHALL ACCEPT THE
PREMISES AT THE CLOSING IN ITS "AS IS" CONDITION AS OF THE DATE HEREOF,
REASONABLE WEAR AND TEAR EXCEPTED, AND SUBJECT TO THE PROVISIONS OF ARTICLE 18
HEREOF IN THE EVENT OF A CASUALTY OR CONDEMNATION. EXCEPT AS OTHERWISE EXPRESSLY
PROVIDED HEREIN, SELLER SHALL NOT BE LIABLE FOR ANY LATENT OR PATENT DEFECTS IN
THE PREMISES OR BOUND IN ANY MANNER WHATSOEVER BY ANY GUARANTEES, PROMISES,
PROJECTIONS, OPERATING EXPENSES, SET-UPS OR OTHER INFORMATION PERTAINING TO THE
PREMISES MADE, FURNISHED OR CLAIMED TO HAVE BEEN MADE OR FURNISHED, WHETHER
ORALLY OR IN WRITING, BY SELLER OR ANY OTHER PERSON OR ENTITY, OR ANY PARTNER,
EMPLOYEE, AGENT, ATTORNEY OR OTHER PERSON REPRESENTING OR PURPORTING TO
REPRESENT SELLER. PURCHASER ACKNOWLEDGES THAT NEITHER SELLER NOR ANY OF THE
EMPLOYEES, AGENTS OR ATTORNEYS OF SELLER HAVE MADE AND DO NOT MAKE ANY ORAL OR
WRITTEN REPRESENTATIONS OR WARRANTIES WHATSOEVER TO PURCHASER, WHETHER EXPRESS
OR IMPLIED, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, AND, IN PARTICULAR,
THAT, OTHER THAN AS SET FORTH HEREIN, NO SUCH REPRESENTATIONS AND WARRANTIES
HAVE BEEN MADE WITH RESPECT TO THE STATUS AND EXTENT OF ANY RIGHTS OF WAY,
LEASE, RIGHT OF RETENTION, POSSESSION, LIEN ENCUMBRANCE, LICENSE, RESERVATION,
COVENANT, CONDITION, RESTRICTION OR ANY OTHER MATTER AFFECTING TITLE, THE
PHYSICAL, ENVIRONMENTAL CONDITION OR
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18848190v.10
OPERATION OF THE PREMISES (INCLUDING, BUT NOT LIMITED TO, (I) STRUCTURAL
ELEMENTS, FOUNDATION, ROOF, APPURTENANCES, ACCESS, LANDSCAPING, PARKING
FACILITIES AND THE ELECTRICAL, HVAC, PLUMBING, SEWAGE AND UTILITY SYSTEMS,
FACILITIES AND APPLIANCES; (II) THE QUALITY, NATURE, ADEQUACY AND PHYSICAL
CONDITION OF SOILS, GROUND WATER AND GEOLOGY, THE PRESENCE, INTRODUCTION,
HANDLING, GENERATING, STORING, DISPOSING OF HAZARDOUS MATERIALS OR EFFECT OF
HAZARDOUS MATERIALS AT OR AFFECTING THE PREMISES, THE ACTUAL OR PROJECTED
REVENUE AND EXPENSES OF THE PREMISES, THE ZONING AND OTHER LAWS, REGULATIONS AND
RULES OR RELEVANT ENVIRONMENTAL LAWS APPLICABLE TO THE PREMISES OR THE
COMPLIANCE OF THE PREMISES THEREWITH, THE