or completeness of any
of the materials, data or information delivered by SELLER to PURCHASER in
connection with the transaction contemplated hereby. PURCHASER acknowledges and
agrees that except as set forth in Paragraph 4, all materials, data and
information delivered by SELLER to PURCHASER in connection with the transaction
contemplated hereby are provided to PURCHASER as a convenience only and that
PURCHASER's reliance on or use of such materials, data or information prepared
by parties other than SELLER shall be at the sole risk of PURCHASER; provided,
however, that SELLER hereby represents and warrants that to the best of its
knowledge it is unaware of any inaccuracy of incompleteness in any such
materials, data and information delivered by SELLER to PURCHASER.
(b)
EXCEPT AS EXPRESSLY SET FORTH IN THIS CONTRACT OR IN THE
DOCUMENTATION DELIVERED PURSUANT TO THE TERMS HEREOF, IT IS UNDERSTOOD AND
AGREED THAT SELLER IS NOT MAKING AND HAS NOT AT ANY TIME MADE ANY
REPRESENTATIONS OR WARRANTIES OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, WITH
RESPECT TO THE PROPERTY, INCLUDING BUT NOT LIMITED TO, WARRANTIES OR
REPRESENTATIONS AS TO HABITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, TITLE (OTHER THAN SELLER'S WARRANTIES OF TITLE TO BE SET FORTH IN THE
DEED), TAX CONSEQUENCES, PHYSICAL OR ENVIRONMENTAL CONDITION (INCLUDING THE
PRESENCE OF ASBESTOS) UTILITIES, OPERATING HISTORY OR PROJECTIONS, VALUATION,
GOVERNMENTAL APPROVALS, THE COMPLIANCE OF THE PROPERTY WITH GOVERNMENTAL LAWS,
THE TRUTH, ACCURACY OR COMPLETENESS OF THE ITEMS DELIVERED PURSUANT TO PARAGRAPH
6 HEREOF PREPARED BY PARTIES OTHER THAN SELLER OR ANY OTHER INFORMATION PROVIDED
ON BEHALF OF SELLER BY OTHERS TO PURCHASER, OR ANY OTHER MATTER OR THING
REGARDING THE PROPERTY. PURCHASER ACKNOWLEDGES AND AGREES THAT UPON CLOSING
SELLER SHALL SELL AND CONVEY TO PURCHASER AND PURCHASER SHALL ACCEPT THE
PROPERTY "AS IS, WHERE IS, WITH ALL FAULTS" EXCEPT AS EXPRESSLY SET FORTH IN
THIS CONTRACT. PURCHASER REPRESENTS TO SELLER THAT PURCHASER WILL CONDUCT PRIOR
TO CLOSING, SUCH INVESTIGATIONS OF THE PROPERTY, INCLUDING BUT NOT LIMITED TO,
THE PHYSICAL AND ENVIRONMENTAL CONDITIONS THEREOF, AS PURCHASER DEEMS NECESSARY
TO SATISFY ITSELF AS TO THE CONDITION OF THE PROPERTY AND THE EXISTENCE OR
NONEXISTENCE OF CURATIVE ACTION TO BE TAKEN WITH RESPECT TO ANY HAZARDOUS OR
TOXIC SUBSTANCES ON OR DISCHARGED FROM THE PROPERTY, AND EXCEPT AS EXPRESSLY SET
FORTH IN THIS CONTRACT, WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION
PROVIDED BY OR ON BEHALF OF SELLER OR ITS AGENTS OR
26
EMPLOYEES WITH RESPECT THERETO. UPON CLOSING, PURCHASER SHALL ACCEPT THE RISK
THAT ADVERSE MATTERS, INCLUDING BUT NOT LIMITED TO, CONSTRUCTION DEFECTS AND
ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS, MAY NOT HAVE BEEN REVEALED BY
PURCHASER'S INVESTIGATIONS, AND EXCEPT AS EXPRESSLY SET FORTH IN THIS CONTRACT,
PURCHASER UPON CLOSING, SHALL BE DEEMED TO HAVE WAIVED, RELINQUISHED AND
RELEASED SELLER 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,