ANY PUBLIC ANNOUNCEMENT ABOUT THE PURCHASE AND SALE
TRANSACTION CONTEMPLATED HEREBY OR OF ANY OF THE TERMS HEREOF, INCLUDING,
WITHOUT LIMITATION,
26
THE RESULTS OF ANY INSPECTION, TEST, SURVEY, OR STUDY CONDUCTED. PRIOR TO
CLOSING, BUYER SHALL NOT DELIVER ANY OF THE DOCUMENTS THERETOFORE DELIVERED TO
BUYER BY SELLER PURSUANT TO THIS AGREEMENT, OR OTHERWISE KNOWINGLY TRANSMIT ANY
OF THE INFORMATION CONTAINED IN ANY SUCH DOCUMENTS, TO ANY THIRD PARTY EXCEPT
BUYER'S LEGAL ADVISORS AND CONTRACT INSPECTORS.
21.
ENTIRE AGREEMENT
THIS CONTRACT, INCLUDING THE EXHIBITS HERETO, CONSTITUTES THE ENTIRE AGREEMENT
BETWEEN THE PARTIES PERTAINING TO THE SUBJECT MATTER HEREOF AND SUPERSEDES ALL
PRIOR AGREEMENTS AND UNDERSTANDINGS OF THE PARTIES IN CONNECTION THEREWITH. NO
AMENDMENT TO OR MODIFICATION OF THIS CONTRACT SHALL BE BINDING OR ENFORCEABLE
UNLESS IT IS IN WRITING AND SIGNED BY THE PARTIES.
22.
NEGOTIATED TERMS
THE TERMS OF THIS CONTRACT HAVE BEEN NEGOTIATED AT ARMS' LENGTH BY PARTIES
SOPHISTICATED IN REAL ESTATE TRANSACTIONS WHO HAVE HAD THE OPPORTUNITY TO BE
REPRESENTED BY COUNSEL. ACCORDINGLY, ANY RULE OF LAW THAT WOULD REQUIRE THE
CONTRACT TO BE CONSTRUED AGAINST THE PARTY DRAFTING SAME IS AGREED TO BE
INAPPLICABLE TO THIS TRANSACTION AND IS WAIVED.
23.
TIME IS OF THE ESSENCE
TIME IS OF THE ESSENCE OF THIS CONTRACT AND EACH AND EVERY COVENANT HEREOF.
24.
"AS IS" SALE
EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES OF SELLER SET FORTH IN
THIS CONTRACT, BUYER ACKNOWLEDGES AND AGREES THAT IT WILL BE PURCHASING THE
PROPERTY BASED SOLELY UPON ITS INSPECTIONS AND INVESTIGATIONS OF THE PROPERTY,
AND THAT BUYER WILL BE PURCHASING THE PROPERTY "AS IS" AND "WITH ALL FAULTS",
BASED UPON THE CONDITION OF THE PROPERTY AS OF THE DATE OF THIS AGREEMENT,
EXCEPT (A) ORDINARY WEAR AND TEAR AND ALTERATIONS (APPROVED BY BUYER TO THE
EXTENT REQUIRED BY THE TERMS OF THIS CONTRACT) TO PREPARE THE PREMISES FOR
OCCUPANCY BY SELLER AND (B) AS PROVIDED IN SECTION 9 AND SECTION 10 ABOVE.
SELLER HEREBY DISCLAIMS ANY AND ALL WARRANTIES OF MERCHANTABILITY AND WARRANTIES
OF FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE PERSONAL PROPERTY.
WITHOUT LIMITING THE FOREGOING, BUYER ACKNOWLEDGES THAT, EXCEPT AS MAY OTHERWISE
BE SPECIFICALLY SET FORTH ELSEWHERE IN THIS CONTRACT, NEITHER SELLER NOR ITS
CONSULTANTS OR AGENTS HAVE MADE ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND
UPON WHICH BUYER IS RELYING AS TO ANY MATTERS CONCERNING THE PROPERTY,
INCLUDING, BUT NOT LIMITED TO: (I) THE CONDITION OF THE REAL PROPERTY; (II)
ECONOMIC PROJECTIONS OR MARKET STUDIES CONCERNING THE PROPERTY; (III) ANY
DEVELOPMENT RIGHTS, TAXES, BONDS, COVENANTS, CONDITIONS AND RESTRICTIONS
AFFECTING THE PROPERTY; (IV) THE NATURE AND EXTENT OF ANY RIGHT OF WAY, LEASE,
ENCUMBRANCE, LICENSE, RESERVATION OR OTHER TITLE MATTER; (V) THE SUITABILITY OF
THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH BUYER MAY ELECT TO
CONDUCT THEREON; OR (VI) THE COMPLIANCE OF THE PROPERTY WITH ANY ZONING,
ENVIRONMENTAL, BUILDING OR OTHER LAWS, RULES OR REGULATIONS AFFECTING THE
PROPERTY.
THE PROVISIONS OF THIS SECTION 24 SHALL SURVIVE THE CLOSING DATE.
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