shall promptly deliver to Purchaser any notices it
may hereafter receive from time to time that, if not delivered to Purchaser,
would cause the representations and warranties set forth in Section 8 herein to
be untrue if made after Seller's receipt of any such notices.
10.8. No Marketing. From and after the Contract Date, Seller shall not market,
solicit, negotiate, or enter into any agreement with any party other than
Purchaser for the sale or transfer of any interest in the Property.
10.9. No Further Encumbrance. From and after the Contract Date, Seller shall not
alienate, lien, encumber or otherwise transfer all or any interest in the
Property (other than to Purchaser at the Closing).
11. PROPERTY SOLD "AS IS".
11.1. Except as is otherwise expressly provided in this Agreement and the
conveyance documentation delivered at Closing, Seller hereby specifically
disclaims any warranty (oral or written) concerning: (i) the nature and
condition of the Property and the suitability thereof
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for any and all activities and uses that Purchaser elects to conduct thereon;
(ii) the manner, construction, condition and state of repair or lack of repair
of the Improvements; (iii) the compliance of the Land and the Improvements or
their operation with any laws, rules, ordinances or regulations of any
government or other body; and (iv) any other matter whatsoever except as
expressly set forth in this Agreement. EXCEPT AS IS OTHERWISE EXPRESSLY PROVIDED
IN THIS AGREEMENT, THE SALE OF THE PROPERTY AS PROVIDED FOR HEREIN IS MADE ON A
STRICTLY "AS IS" "WHERE IS" BASIS AS OF THE CLOSING DATE, AND SELLER MAKES NO
WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, OR ARISING BY OPERATION OF LAW,
INCLUDING, BUT IN NO WAY LIMITED TO, ANY WARRANTY OF QUANTITY, QUALITY,
CONDITION, HABITABILITY, MERCHANTABILITY, SUITABILITY OR FITNESS FOR A
PARTICULAR PURPOSE OF THE PROPERTY, ANY IMPROVEMENTS LOCATED THEREON OR ANY SOIL
CONDITIONS RELATED THERETO.
11.2. PURCHASER SPECIFICALLY ACKNOWLEDGES THAT PURCHASER IS NOT RELYING ON (AND
SELLER HEREBY DISCLAIMS AND RENOUNCES) ANY REPRESENTATIONS OR WARRANTIES MADE BY
OR ON BEHALF OF SELLER OF ANY KIND OR NATURE WHATSOEVER, EXCEPT FOR THOSE
PARTICULAR REPRESENTATIONS AND WARRANTIES EXPRESSLY PROVIDED IN THIS AGREEMENT
AND THE DOCUMENTS EXECUTED IN CONNECTION WITH CLOSING. FURTHER, PURCHASER, FOR
PURCHASER AND PURCHASER'S SUCCESSORS AND ASSIGNS, HEREBY RELEASES SELLER FROM,
AND WAIVES, ANY AND ALL CLAIMS AND LIABILITIES AGAINST SELLER FOR, RELATED TO,
OR IN CONNECTION WITH, ANY ENVIRONMENTAL OR PHYSICAL CONDITION AT THE PROPERTY
(OR THE PRESENCE OF ANY MATTER OR SUBSTANCE RELATING TO THE ENVIRONMENTAL
CONDITION OF THE PROPERTY), INCLUDING, BUT NOT LIMITED TO, CLAIMS AND/OR
LIABILITIES RELATING TO (IN ANY MANNER WHATSOEVER) ANY HAZARDOUS, TOXIC OR
DANGEROUS MATERIALS OR SUBSTANCES LOCATED IN, AT, ABOUT OR UNDER THE PROPERTY,
OR FOR ANY AND ALL CLAIMS OR CAUSES OF ACTION (ACTUAL OR THREATENED) BASED UPON,
IN CONNECTION WITH, OR ARISING OUT OF, CERCLA, AS AMENDED BY SARA, AND AS MAY BE
FURTHER AMENDED FROM TIME TO TIME, RCRA, OR ANY OTHER CLAIM OR CAUSE OF ACTION
(INCLUDING ANY FEDERAL OR