CONVEY TO PURCHASER AND PURCHASER SHALL ACCEPT THE
PURCHASED ASSETS "AS IS, WHERE IS, WITH ALL FAULTS", EXCEPT TO THE EXTENT
EXPRESSLY PROVIDED OTHERWISE IN THIS AGREEMENT. PURCHASER HAS NOT RELIED AND
WILL NOT RELY ON, AND SELLER IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESSED OR
IMPLIED WARRANTIES, GUARANTIES, STATEMENTS, REPRESENTATIONS OR INFORMATION
PERTAINING TO THE PURCHASED ASSETS OR RELATING THERETO, TO WHOMEVER MADE OR
GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, UNLESS SPECIFICALLY SET
FORTH IN THIS AGREEMENT. PURCHASER REPRESENTS TO SELLER THAT PURCHASER HAS
CONDUCTED SUCH INVESTIGATIONS OF THE PURCHASED ASSETS AS PURCHASER DEEMS
NECESSARY TO SATISFY ITSELF AS TO THE CONDITION OF THE PURCHASED ASSETS, AND
WILL NOT RELY UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF SELLER OR ITS
AGENTS OR EMPLOYEES WITH RESPECT THERETO, OTHER THAN SUCH REPRESENTATIONS,
WARRANTIES AND COVENANTS OF SELLER AS ARE EXPRESSLY SET FORTH IN THIS AGREEMENT.
UPON CLOSING, PURCHASER SHALL ASSUME THE RISK THAT CONSTRUCTION AND OTHER
DEFECTS IN THE PURCHASED ASSETS MAY NOT HAVE BEEN REVEALED BY PURCHASER'S
INVESTIGATIONS, AND PURCHASER, UPON CLOSING, SHALL BE DEEMED TO HAVE WAIVED,
RELINQUISHED AND RELEASED SELLER (AND SELLER'S, OFFICERS, DIRECTORS,
SHAREHOLDERS AND EMPLOYEES) FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, CAUSES
OF ACTION (INCLUDING CAUSES OF ACTION IN TORT), LOSSES, DAMAGES, LIABILITIES,
COSTS AND EXPENSES (INCLUDING ATTORNEYS' FEES AND COURT COSTS) OF ANY AND EVERY
KIND OR CHARACTER, KNOWN OR UNKNOWN, WHICH PURCHASER MIGHT HAVE ASSERTED OR
ALLEGED AGAINST SELLER (AND SELLER'S PARTNERS, MEMBERS, OFFICERS, DIRECTORS,
SHAREHOLDERS AND EMPLOYEES) BY REASON OF OR ARISING OUT OF ANY LATENT OR PATENT
CONSTRUCTION AND OTHER DEFECTS IN THE PURCHASED ASSETS.
The indemnification provisions set forth in Article VII shall be the sole and
exclusive remedy of the parties hereto with respect to any and all Damages
arising out of or relating to, this Agreement, the other Transaction Agreements
or any transaction contemplated hereby or thereby.
Section 8.2 Effect and Survival of Disclaimers. Seller and Purchaser agree that
the provisions of this Article VIII shall survive Closing.
ARTICLE IX
MISCELLANEOUS
Section 9.1 Entire Agreement. This Agreement (including the Exhibits and
Schedules), together with the other Transaction Agreements, sets forth the
entire understanding of the parties with respect to the subject matter hereof.
Other than this Agreement and the other Transaction Agreements, any previous
agreements or understandings (whether oral or written) between the parties
regarding the subject matter hereof are merged into and superseded by this
Agreement.
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Section 9.2 Successors and Assigns. The terms and conditions of this Agreement
shall inure to the benefit of and be binding upon the respective successors and
assigns of the parties hereto; provided that neither party may assign this
Agreement without the prior written consent of the other party hereto, which
consent shall not be unreasonably withheld. Notwithstanding the foregoing,
Purchaser may, without Seller's consent, (a) assign its rights and obligations
under this Agreement to an Affiliate of Purchaser; provided that Purchaser shall
remain liable for all of the obligations hereunder, or (b)