entire
agreement among the parties hereto and no modification of this Agreement shall
be binding unless in writing and signed by all parties hereto. No prior
agreement or understanding pertaining to the subject matter hereof (including,
without limitation, any letter of intent executed prior to this Agreement) shall
be valid or of any force or effect from and after the date hereof.
24
Section 19.
No Representations or Warranties. Except as expressly set forth
in Section 11 this Agreement, the Property is being sold in an "AS IS, WHERE IS"
condition and "WITH ALL FAULTS" as of the Effective Date and as of Closing. THE
TRANSACTION CONTEMPLATED BY THIS AGREEMENT HAS BEEN NEGOTIATED BETWEEN SELLER
AND BUYER. THIS AGREEMENT REFLECTS THE MUTUAL AGREEMENT OF SELLER AND BUYER, AND
BUYER HAS THE RIGHT TO CONDUCT ITS OWN INDEPENDENT EXAMINATION OF THE PROPERTY.
OTHER THAN THE MATTERS REPRESENTED IN SECTION 11 HEREOF AND ANY WARRANTY OF
TITLE CONTAINED IN THE DEED AND IN THE ASSIGNMENT OF LEASES AND SECURITY
DEPOSITS, BY WHICH ALL OF THE FOLLOWING PROVISIONS OF THIS SECTION 19 ARE
LIMITED, BUYER HAS NOT RELIED UPON AND WILL NOT RELY UPON, EITHER DIRECTLY OR
INDIRECTLY, ANY REPRESENTATION OR WARRANTY OF SELLER OR ANY OF SELLER'S AGENTS
OR REPRESENTATIVES, AND BUYER HEREBY ACKNOWLEDGES THAT NO SUCH REPRESENTATIONS
OR WARRANTIES HAVE BEEN MADE.
EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN SECTION 11 OF THIS AGREEMENT, THE
DEED AND THE ASSIGNMENT OF LEASES AND SECURITY DEPOSITS, SELLER SPECIFICALLY
DISCLAIMS, AND NEITHER SELLER NOR ANY OF SELLER'S AFFILIATES NOR ANY OTHER
PERSON IS MAKING, ANY REPRESENTATION, WARRANTY OR ASSURANCE WHATSOEVER TO BUYER,
AND NO WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EITHER EXPRESS OR
IMPLIED, ARE MADE BY SELLER OR RELIED UPON BY BUYER WITH RESPECT TO THE STATUS
OF TITLE TO OR THE MAINTENANCE, REPAIR, CONDITION, DESIGN OR MARKETABILITY OF
THE PROPERTY, OR ANY PORTION THEREOF, INCLUDING BUT NOT LIMITED TO (a) ANY
IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY, (b) ANY IMPLIED OR EXPRESS
WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, (c) ANY IMPLIED OR EXPRESS
WARRANTY OF CONFORMITY TO MODELS OR SAMPLES OF MATERIALS, (d) ANY RIGHTS OF
BUYER UNDER APPROPRIATE STATUTES TO CLAIM DIMINUTION OF CONSIDERATION, (e) ANY
CLAIM BY BUYER FOR DAMAGES BECAUSE OF DEFECTS, WHETHER KNOWN OR UNKNOWN, WITH
RESPECT TO THE IMPROVEMENTS OR THE PERSONAL PROPERTY, (f) THE FINANCIAL
CONDITION OR PROSPECTS OF THE PROPERTY AND (g) THE COMPLIANCE OR LACK THEREOF OF
THE REAL PROPERTY OR THE IMPROVEMENTS WITH GOVERNMENTAL REGULATIONS, INCLUDING
WITHOUT LIMITATION ENVIRONMENTAL LAWS, NOW EXISTING OR HEREAFTER ENACTED OR
PROMULGATED, IT BEING THE EXPRESS INTENTION OF SELLER AND BUYER THAT, EXCEPT AS
OTHERWISE EXPRESSLY SET FORTH IN SECTION 11 OF THIS AGREEMENT, IN THE DEED, AND
IN THE ASSIGNMENT OF LEASES AND SECURITY DEPOSITS, THE PROPERTY WILL BE CONVEYED
AND TRANSFERRED TO BUYER IN ITS PRESENT CONDITION AND STATE OF REPAIR, "AS IS,
WHERE IS, WITH ALL
25
FAULTS." BUYER REPRESENTS THAT IT IS A KNOWLEDGEABLE, EXPERIENCED AND
SOPHISTICATED BUYER OF