OTHER MATTER WHATSOEVER
EXCEPT TO THE EXTENT EXPRESSLY SET FORTH IN THIS AGREEMENT. SUBJECT ONLY TO THE
COMPANY'S REPRESENTATIONS, WARRANTIES AND COVENANTS EXPRESSLY CONTAINED HEREIN,
THE CONDITIONS SET FORTH IN ARTICLE X AND THE REPRESENTATIONS, WARRANTIES, AND
CONDITIONS SET FORTH IN ALL CERTIFICATES AND AGREEMENTS DELIVERED BY THE COMPANY
PURSUANT TO THIS AGREEMENT, BUYER ACKNOWLEDGES AND AGREES THAT NEITHER THE
COMPANY, SELLER, NOR ANY OF THEIR AFFILIATES NOR ANY OF THEIR RESPECTIVE
REPRESENTATIVES HAS MADE, AND BUYER SPECIFICALLY WAIVES AND RELINQUISHES ALL
RIGHTS, PRIVILEGES AND CLAIMS ARISING OUT OF, ANY ALLEGED REPRESENTATIONS,
WARRANTIES (INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
USE, AND WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OR TRADE), PROMISES,
COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER
EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, WHICH MAY HAVE
BEEN MADE OR GIVEN, OR WHICH MAY
63
BE DEEMED TO HAVE BEEN MADE OR GIVEN, BY THE COMPANY, ITS AFFILIATES OR ANY OF
THEIR RESPECTIVE REPRESENTATIVES, AS TO, CONCERNING OR WITH RESPECT TO:
(A)
THE VALUE OF THE PURCHASED ASSETS (REGARDLESS OF, WITHOUT
LIMITATION, ANY STATEMENTS MADE BY THE COMPANY OR ANY ENTRY MADE IN THE
COMPANY'S FINANCIAL STATEMENTS);
(B)
THE INCOME DERIVED OR TO BE DERIVED FROM THE PURCHASED ASSETS;
(C)
THE SUITABILITY OF THE REAL PROPERTY FOR ANY AND ALL ACTIVITIES
AND USES WHICH BUYER MAY CONDUCT THEREON, INCLUDING, THE POSSIBILITIES FOR
FUTURE DEVELOPMENT OF THE REAL PROPERTY;
(D)
THE FITNESS OF THE PURCHASED ASSETS FOR ANY PARTICULAR PURPOSE;
(E)
THE MANNER OR QUALITY OF REPAIR, STATE OF REPAIR OR LACK OF REPAIR
OF THE PURCHASED ASSETS;
(F)
THE NATURE, QUALITY OR CONDITION OF THE PURCHASED
ASSETS, INCLUDING SOILS CONDITION, ANY GRADING OR OTHER WORK PERFORMED ON OR
WITH RESPECT TO THE REAL PROPERTY, AND THE GEOLOGICAL CONDITION OF THE REAL
PROPERTY;
(G)
THE COMPLIANCE OF OR BY THE REAL PROPERTY OR ITS OPERATION WITH
ANY APPLICABLE LAWS;
(H)
THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY,
INCORPORATED INTO THE REAL PROPERTY;
(I)
COMPLIANCE WITH ANY ENVIRONMENTAL PROTECTION, POLLUTION OR LAND
USE LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS, INCLUDING TITLE III OF THE
AMERICANS WITH DISABILITIES ACT OF 1990 OR ANY ENVIRONMENTAL LAWS, AS ANY OF THE
FOREGOING MAY BE AMENDED FROM TIME TO TIME AND REGULATIONS PROMULGATED UNDER ANY
OF THE FOREGOING FROM TIME TO TIME;
(J)
THE PRESENCE, SUSPECTED PRESENCE OR ABSENCE OF HAZARDOUS
SUBSTANCES AT, ON, UNDER, OR ADJACENT TO THE REAL PROPERTY;
(K)
THE CONTENT, COMPLETENESS OR ACCURACY OF THE STUDY MATERIALS OR ANY
PLANS, DRAWINGS, DESCRIPTIONS OR THE LIKE WITH RESPECT TO THE REAL PROPERTY;
(L)
THE CONFORMITY OF THE REAL PROPERTY TO PAST, CURRENT OR FUTURE
APPLICABLE ZONING OR BUILDING REQUIREMENTS;
64
(M)
DEFICIENCY OF ANY DRAINAGE;
(N)
THE FACT THAT THE REAL PROPERTY MAY BE LOCATED ON OR NEAR
EARTHQUAKE FAULTS OR IN SEISMIC HAZARD ZONES;
(O)
THE EXISTENCE OR NON-EXISTENCE OF VESTED LAND USE, ZONING OR
BUILDING ENTITLEMENTS AFFECTING THE REAL PROPERTY; OR
(P)
ANY