SOLELY AS AN ACCOMMODATION TO BUYER.
(b)
EXCEPT AS OTHERWISE SPECIFICALLY STATED IN
THIS CONTRACT, BUYER AGREES THAT SELLER SHALL NOT BE RESPONSIBLE OR LIABLE TO
BUYER FOR ANY CONSTRUCTION DEFECTS, ERRORS, OMISSIONS, OR ON ACCOUNT OF ANY
OTHER CONDITIONS AFFECTING THE PROPERTY, AS BUYER IS PURCHASING THE PROPERTY AS
IS, WHERE IS, AND WITH ALL FAULTS.
BUYER OR ANYONE CLAIMING BY, THROUGH OR
UNDER BUYER, HEREBY FULLY RELEASES SELLER, ITS EMPLOYEES, OFFICERS, DIRECTORS,
REPRESENTATIVES, ATTORNEYS AND AGENTS FROM ANY CLAIM, COST, LOSS, LIABILITY,
DAMAGE, EXPENSE, DEMAND, ACTION OR CAUSE OF ACTION ARISING FROM OR RELATED TO
ANY CONSTRUCTION DEFECTS, ERRORS, OMISSIONS, OR OTHER CONDITIONS AFFECTING THE
PROPERTY, INCLUDING, WITHOUT LIMITATION, ANY ENVIRONMENTAL MATTERS OR CONDITIONS
AFFECTING OR MIGRATING FROM OR ONTO THE PROPERTY.
BUYER FURTHER ACKNOWLEDGES
AND AGREES THAT THIS RELEASE WILL BE GIVEN FULL FORCE AND EFFECT ACCORDING TO
EACH OF ITS
17
EXPRESSED TERMS AND PROVISIONS, INCLUDING, BUT NOT LIMITED TO, THOSE RELATING TO
UNKNOWN AND SUSPECTED CLAIMS, DAMAGES AND CAUSES OF ACTION.
THIS COVENANT
RELEASING SELLER WILL BE A COVENANT RUNNING WITH THE PROPERTY AND WILL BE
BINDING UPON BUYER, ITS SUCCESSORS AND ASSIGNS.
SUBJECT TO CONSUMMATION OF THIS
CONTRACT, SELLER HEREBY ASSIGNS TO BUYER, WITHOUT RECOURSE OR REPRESENTATION OF
ANY NATURE, EFFECTIVE UPON CLOSING, ANY AND ALL CLAIMS THAT SELLER MAY HAVE
AGAINST ANY THIRD PARTY FOR ANY SUCH ERRORS, OMISSIONS OR DEFECTS IN THE
PROPERTY.
AS A MATERIAL COVENANT AND CONDITION OF THIS CONTRACT, BUYER AGREES
THAT IN THE EVENT OF ANY SUCH CONSTRUCTION DEFECTS, ERRORS, OMISSIONS OR ON
ACCOUNT OF ANY OTHER CONDITIONS AFFECTING THE PROPERTY, BUYER WILL LOOK SOLELY
TO SELLER'S PREDECESSORS IN TITLE OR TO SUCH CONTRACTORS AND CONSULTANTS AS
MAY HAVE CONTRACTED FOR WORK IN CONNECTION WITH THE PROPERTY FOR ANY REDRESS OR
RELIEF.
UPON SELLER'S CONVEYANCE OF THE PROPERTY TO BUYER OR BUYER'S PERMITTED
ASSIGNEE, BUYER ON BEHALF OF ITSELF AND ANY PERMITTED ASSIGNEE RELEASES SELLER
OF ALL RIGHTS, EXPRESS OR IMPLIED, BUYER OR ITS PERMITTED ASSIGNEE MAY HAVE
AGAINST SELLER ARISING OUT OF OR RESULTING FROM ANY ERRORS, OMISSIONS OR DEFECTS
IN THE PROPERTY, EXCEPT FOR ANY RIGHTS EXPRESSLY STATED TO SURVIVE CONVEYANCE OF
THE PROPERTY, INCLUDING WITHOUT LIMITATION THOSE RIGHTS CONTAINED IN
SECTION 13(C) HEREOF.
BUYER FURTHER UNDERSTANDS THAT SOME OF SELLER'S
PREDECESSORS IN TITLE MAY HAVE FILED PETITIONS UNDER THE BANKRUPTCY CODE AND
BUYER MAY HAVE NO REMEDY AGAINST SUCH PREDECESSORS, CONTRACTORS OR CONSULTANTS.
THIS WAIVER AND RELEASE OF CLAIMS SHALL SURVIVE THE CLOSING AND SHALL NOT MERGE
INTO THE INSTRUMENTS OF CLOSING.
10.
DEFAULT:
(a)
Default by Buyer.
Unless otherwise provided
for herein, if the transaction contemplated hereby is not consummated by reason
of Buyer's breach or other failure to timely perform all obligations and
conditions to be performed by Buyer, then Seller may, as its sole and exclusive
remedy (whether at law or in equity), terminate this Contract and receive the
Earnest Money as liquidated damages. Buyer and Seller hereby agree that actual
damages would be difficult or impossible to ascertain and such