THE MERCHANTABILITY OF THE PROPERTY OR FITNESS
OF THE PROPERTY FOR ANY PARTICULAR PURPOSE (PURCHASER AFFIRMING THAT PURCHASER
HAS NOT RELIED ON SELLER'S SKILL OR JUDGMENT TO SELECT OR FURNISH THE PROPERTY
FOR ANY PARTICULAR PURPOSE, AND THAT SELLER MAKES NO WARRANTY THAT THE PROPERTY
IS FIT FOR ANY PARTICULAR PURPOSE); OR (23) WHETHER THE SELLER DELIVERIES
DELIVERED TO PURCHASER HEREUNDER CONSTITUTE ALL MATERIAL OR IMMATERIAL DOCUMENTS
IN SELLER'S POSSESSION RELATING TO THE PROPERTY.
(b)
PURCHASER ACKNOWLEDGES THAT AS OF THE EFFECTIVE DATE AND OTHER THAN AS
STATED IN SECTION 2.2(A) ABOVE, PURCHASER SHALL
9
HAVE COMPLETED ALL PHYSICAL AND FINANCIAL EXAMINATIONS RELATING TO THE
ACQUISITION OF THE PROPERTY HEREUNDER AND WILL ACQUIRE THE SAME SOLELY ON THE
BASIS OF SUCH EXAMINATIONS AND THE TITLE INSURANCE PROTECTION FOR THE REAL
PROPERTY AFFORDED BY PURCHASER'S TITLE POLICY AND NOT ON ANY INFORMATION
PROVIDED OR TO BE PROVIDED BY SELLER EXCEPT FOR REPRESENTATIONS AND WARRANTIES
OTHERWISE EXPRESSLY PROVIDED IN THIS ARTICLE 3. PURCHASER FURTHER ACKNOWLEDGES
AND AGREES THAT ANY INFORMATION PROVIDED OR TO BE PROVIDED WITH RESPECT TO THE
PROPERTY WAS OBTAINED FROM A VARIETY OF SOURCES AND THAT SELLER HAS NOT MADE ANY
INDEPENDENT INVESTIGATION OR VERIFICATION OF SUCH INFORMATION AND MAKES NO
REPRESENTATIONS AS TO THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION EXCEPT
FOR REPRESENTATIONS AND WARRANTIES OTHERWISE EXPRESSLY PROVIDED IN THIS
ARTICLE 3. SUBJECT TO THE REPRESENTATIONS AND WARRANTIES EXPRESSLY PROVIDED BY
SELLER IN THIS ARTICLE 3, SELLER SHALL NOT BE LIABLE FOR ANY NEGLIGENT
MISREPRESENTATION OR ANY FAILURE TO INVESTIGATE THE PROPERTY NOR SHALL SELLER BE
BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS,
APPRAISALS, ENVIRONMENTAL ASSESSMENT REPORTS, OR OTHER INFORMATION PERTAINING TO
THE PROPERTY OR THE OPERATION THEREOF, FURNISHED BY SELLER, OR BY ANY REAL
ESTATE BROKER, AGENT, REPRESENTATIVE, EMPLOYEE, SERVANT OR OTHER PERSON ACTING
ON SELLER'S BEHALF.
(c)
EXCEPT FOR ANY BREACH OF ANY SURVIVING SELLER'S OBLIGATIONS UNDER THIS
AGREEMENT, THE CLOSING OF THE PURCHASE OF THE PROPERTY BY PURCHASER HEREUNDER
SHALL BE CONCLUSIVE EVIDENCE THAT: (A) PURCHASER HAS FULLY AND COMPLETELY
INSPECTED (OR HAS CAUSED TO BE FULLY AND COMPLETELY INSPECTED) THE PROPERTY;
(B) PURCHASER ACCEPTS THE PROPERTY AS BEING IN GOOD AND SATISFACTORY CONDITION
AND SUITABLE FOR PURCHASER'S PURPOSES; AND (C) THE PROPERTY FULLY COMPLIES WITH
SELLER'S COVENANTS AND OBLIGATIONS HEREUNDER.
(d)
Except for claims for Seller's breach of any surviving obligations under
this Agreement, Purchaser for itself and on behalf of each of its successors and
assigns (collectively, the "Releasors") by this general release of known and
unknown claims (this "Release") hereby irrevocably and unconditionally releases
and forever discharges Seller, its affiliates (including without limitation
CP Construction West, Inc.), and the managers, members, partners, directors,
officers, shareholders, owners, employees, and agents of each (collectively, the
"Releasees"), and each of them, which and who shall constitute intended third
party beneficiaries hereof, from and against any and all claims of any kind or
nature whatsoever, WHETHER KNOWN OR UNKNOWN, suspected or unsuspected, fixed or
contingent, liquidated or unliquidated which any of