WILL
INSPECT THE "PROPERTIES", AND IMPROVEMENTS ON THE "PROPERTIES", IF ANY, AND ALL
MATTERS RELATING THERETO WHICH BUYER DESIRES; (ii) NEITHER SELLER NOR ANYONE ON
SELLER'S BEHALF HAS MADE, OR IS MAKING, ANY WARRANTIES OR REPRESENTATIONS
RESPECTING THE "PROPERTIES" OTHER THAN THOSE EXPRESSLY SET FORTH IN THIS
AGREEMENT; (iii) BUYER IS RELYING SOLELY ON (A) BUYER'S OWN INVESTIGATION OF THE
"PROPERTIES" AND ALL MATTERS PERTAINING THERETO, INCLUDING THE ENVIRONMENTAL
CONDITION OF THE "PROPERTIES" AND (B) THOSE WARRANTIES AND REPRESENTATIONS OF
SELLER EXPRESSLY SET FORTH IN THIS AGREEMENT; AND (iv) EXCEPT AS EXPRESSLY SET
FORTH HEREIN, BUYER IS PURCHASING THE "PROPERTIES" "AS IS."
BUYER REPRESENTS AND WARRANTS THAT IT IS HIGHLY EXPERIENCED IN THE BUSINESS OF
EVALUATING, PURCHASING AND OPERATING PROPERTIES AND EQUIPMENT OF THE TYPE TO BE
SOLD TO BUYER PURSUANT TO THIS AGREEMENT AND THAT BUYER AND ITS REPRESENTATIVES
HAVE SUFFICIENT KNOWLEDGE, ABILITIES AND EXPERIENCE TO FULLY INVESTIGATE AND
EVALUATE THE "PROPERTIES" (INCLUDING THEIR CONDITION AND ECONOMIC VALUE).
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, BUYER ACKNOWLEDGES THAT SELLER
MAKES NO, AND EXPRESSLY DISCLAIMS ANY, WARRANTIES OR REPRESENTATIONS CONCERNING
THE ACCURACY, CORRECTNESS, COMPLETENESS OR ADEQUACY OF ANY OF THE INFORMATION,
DOCUMENTS, DATA, STATISTICS, SUMMARIES, ELECTRONIC TRANSMISSIONS AND FACSIMILES
FURNISHED BY OR ON BEHALF OF SELLER TO BUYER OR ANY OF ITS REPRESENTATIVES.
FURTHER, BUYER ACKNOWLEDGES AND AGREES THAT, NOTWITHSTANDING ANYTHING IN THIS
AGREEMENT TO THE CONTRARY, IN NO EVENT SHALL SELLER BE LIABLE FOR ANY SPECIAL,
INDIRECT OR CONSEQUENTIAL DAMAGES, INCLUDING CLAIMS FOR LOSS OF USE, RENTS,
ANTICIPATED PROFIT OR BUSINESS OPPORTUNITY, OR BUSINESS INTERRUPTION, DIMINUTION
IN VALUE, OR MENTAL OR EMOTIONAL DISTRESS OR FEAR OF INJURY OR DISEASE.
BUYER'S INITIALS: _______
SELLER'S INITIALS: _______
16
7.5. Prior Operations.
Some or all of the Properties may contain asbestos or naturally occurring
radioactive material (hereinafter referred to as "NORM"). In this regard, Buyer
expressly understands that NORM may affix or attach itself to the inside of
Wells, materials and equipment as scale, or in other forms, and that said Wells,
materials and equipment located on the Properties or included therein may
contain NORM and that NORM-containing material may be buried or otherwise
disposed of on the Properties. Buyer also expressly understands that special
procedures may be required for the remediation, removal, transportation and
disposal of asbestos and NORM from the Properties where it may be found, and
Buyer, after Closing, assumes all responsibility and liability for or in
connection with assessment, remediation, removal, transportation, and disposal
of any asbestos and NORM and associated activities in accordance with all rules,
regulations and requirements of governmental agencies.
ARTICLE 8. - TITLE MATTERS
8.1. Selected Definitions Regarding Title Matters.
For purposes hereof, the terms set forth below shall have the meanings assigned
thereto.
(a) "Allocated Value" shall mean the dollar amount allocated to each Property as
set forth on Schedule 3.1; provided, however, that if the value of a particular
Property is not set forth on Schedule 3.1, the Parties shall, within five (5)
business days after the date of this Agreement, determine