OBLIGATIONS AND LIABILITIES OF BUYER UNDER THIS
AGREEMENT SHALL BE JOINT AND SEVERAL AS TO EACH OF THOSE INDIVIDUALS OR ENTITIES
WHO COMPOSE BUYER.
15.18
BUYER'S WORK PRODUCT CONCERNING THE PROPERTY.
IF FOR ANY REASON
BUYER FAILS TO PURCHASE THE PROPERTY, BUYER SHALL IMMEDIATELY DELIVER TO SELLER,
AT NO COST OR EXPENSE TO SELLER, EXCEPT FOR COST OF COPIES, COPIES OF ALL TEST
RESULTS, STUDIES, PLANS, REPORTS OR OTHER MATERIALS OR WORK PRODUCT PREPARED BY
BUYER, OR ITS AGENTS, EMPLOYEES OR CONTRACTORS, AND ALL DOCUMENTS RECEIVED FROM
SELLER, RELATED TO THE PROPERTY ("WORK
25
PRODUCT").
NOTWITHSTANDING ANY PROVISION TO THE CONTRARY, WORK PRODUCT SHALL
NOT INCLUDE ANY DOCUMENTS SUBJECT TO ATTORNEY-CLIENT PRIVILEGE OR OTHER
DOCUMENTS SUBJECT TO CONFIDENTIALITY PROVISIONS THAT PREVENT BUYER'S DISCLOSURE
OF SUCH DOCUMENTS.
BUYER'S OBLIGATION HEREUNDER SHALL SURVIVE TERMINATION OF
THE AGREEMENT.
FOLLOWING DELIVERY, SELLER MAY USE THIS WORK PRODUCT FOR ANY
PURPOSE.
15.19
NO OBLIGATIONS TO THIRD PARTIES.
THE EXECUTION AND DELIVERY OF THIS
AGREEMENT SHALL NOT BE DEEMED TO CONFER ANY RIGHTS UPON, NOR OBLIGATE ANY OF THE
PARTIES TO THIS AGREEMENT TO, AND PERSON OR ENTITY OTHER THAN SELLER AND BUYER.
THERE ARE NOT ANY THIRD PARTY BENEFICIARIES TO THIS AGREEMENT.
15.20
LIMITATION OF LIABILITY. NO PRESENT OR FUTURE PARTNER, MEMBER,
DIRECTOR, OFFICER, SHAREHOLDER, EMPLOYEE, ADVISOR OR AGENT OF OR IN BUYER OR
SELLER SHALL HAVE ANY PERSONAL LIABILITY, DIRECTLY OR INDIRECTLY, UNDER OR IN
CONNECTION WITH THIS AGREEMENT OR ANY AGREEMENT MADE OR ENTERED INTO BY SELLER
OR BUYER UNDER OR IN CONNECTION WITH THE PROVISIONS OF THIS AGREEMENT, OR ANY
AMENDMENT OR AMENDMENTS TO ANY OF THE FOREGOING MADE AT ANY TIME OR TIMES,
HERETOFORE OR HEREAFTER, AND SELLER AND BUYER AND THEIR RESPECTIVE SUCCESSORS
AND ASSIGNS SHALL LOOK SOLELY TO BUYER'S OR SELLER'S ASSETS, RESPECTIVELY, FOR
THE PAYMENT OF ANY CLAIM OR FOR ANY PERFORMANCE, AND SELLER AND BUYER HEREBY
WAIVE ANY AND ALL SUCH PERSONAL LIABILITY.
THE LIMITATIONS OF LIABILITY
CONTAINED IN THIS PARAGRAPH ARE IN ADDITION TO, AND NOT IN LIMITATION OF, ANY
LIMITATION ON LIABILITY APPLICABLE TO BUYER OR SELLER PROVIDED ELSEWHERE IN THIS
AGREEMENT OR BY LAW.
NOTWITHSTANDING THE FOREGOING AND ANYTHING TO THE CONTRARY
CONTAINED IN THIS AGREEMENT, THE MAXIMUM LIABILITY OF SELLER FOR ANY CLAIM,
LIABILITY OR RECOURSE PURSUANT TO THIS AGREEMENT AND THE LAND AGREEMENT SHALL BE
ONE MILLION DOLLARS ($1,000,000) IN THE AGGREGATE), REGARDLESS OF THE VALUE OF
SELLER'S INTEREST IN THE PROPERTY OR THE PROPERTY THAT IS THE SUBJECT OF THE
LAND AGREEMENT.
15.21
PATRIOT ACT.
SELLER AND BUYER REPRESENT AND WARRANT THAT THEY ARE
NOT ACTING, DIRECTLY OR INDIRECTLY, FOR OR ON BEHALF OF ANY PERSON, GROUP,
ENTITY, OR NATION NAMED BY THE UNITED STATES TREASURY DEPARTMENT AS A SPECIALLY
DESIGNATED NATIONAL AND BLOCKED PERSON, OR FOR OR ON BEHALF OF ANY PERSON,
GROUP, ENTITY, OR NATION DESIGNATED IN PRESIDENTIAL EXECUTIVE ORDER 13224 AS A
PERSON WHO COMMITS, THREATENS TO COMMIT, OR SUPPORTS TERRORISM; AND THAT THEY
ARE NOT ENGAGED IN THIS TRANSACTION DIRECTLY OR INDIRECTLY ON BEHALF OF, OR