Any other customarily proratable
items shall be apportioned as of the Closing Date. Except as otherwise expressly
provided in this Agreement, Purchaser and Seller shall pay their own fees and
expenses incurred in the preparation, execution and performance of their
respective obligations under this Agreement.
-4-
SECTION 6
CONDITION OF PROPERTY; REPRESENTATIONS AND WARRANTIES
6.1
DISCLAIMER AND RELEASE. SELLER IS SELLING THE PROPERTY WITHOUT
REPRESENTATION OR WARRANTY, SHALL HAVE NO OBLIGATION TO MAKE ANY REPAIRS, PAY
FOR ANY ENVIRONMENTAL INSPECTIONS OR OTHER REPORTS, OR DO OR PERFORM ANY OTHER
WORK ON THE PROPERTY. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EXCEPT
FOR THE REPRESENTATIONS AND WARRANTIES OF SELLER EXPRESSLY SET FORTH IN SECTION
6.2 OF THIS AGREEMENT (THE "EXPRESS WARRANTIES"), PURCHASER IS RELYING SOLELY ON
ITS OWN INSPECTION AND EXAMINATION IN PURCHASING THE PROPERTY; AND IS PURCHASING
THE PROPERTY ON AN "AS-IS, WHERE-IS" BASIS WITH ALL FAULTS AND DEFECTS NOW KNOWN
OR HEREAFTER DISCOVERED BY PURCHASER. EXCEPT FOR THE EXPRESS WARRANTIES, NONE OF
SELLER, SELLER'S OWNERS (DIRECT AND REMOTE), MANAGER(S), NOR ANY OF ITS AGENTS
OR EMPLOYEES MAKE ANY REPRESENTATION OR WARRANTY TO PURCHASER, EXPRESS OR
IMPLIED, AS TO (A) THE SUITABILITY OF THE PROPERTY FOR PURCHASER'S INTENDED USE,
OR ANY PARTICULAR PURPOSE OR THE MERCHANTABILITY OR FITNESS THEREOF, (B) THE
ENVIRONMENTAL CONDITION OF THE PROPERTY (C) THE SUITABILITY OF THE PROPERTY FOR
ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER MAY CONDUCT THEREON, INCLUDING
THE POSSIBILITIES FOR FUTURE DEVELOPMENT OF THE PROPERTY; (D) THE COMPLIANCE OF
OR BY THE PROPERTY OR ITS CURRENT OR INTENDED OPERATION WITH ANY LAWS, RULES,
ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY
(INCLUDING WITHOUT LIMITATION, THE FEDERAL COMPREHENSIVE ENVIRONMENTAL RESPONSE
COMPENSATION AND LIABILITY ACT (42 U.S.C SECTION 9601 ET SEQ.) AND OTHER
ENVIRONMENTAL LAWS, RULES OR REGULATIONS) AND ANY CLAIMS MADE OR OBLIGATIONS OR
LIABILITIES IMPOSED PURSUANT THERETO, AND ANY ZONING ORDINANCES; (E) THE MANNER
OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED INTO THE
PROPERTY; (F) THE PRESENCE OR ABSENCE OF HAZARDOUS MATERIALS AT, ON, UNDER, OR
ADJACENT TO THE REAL ESTATE OR BUILDINGS OR ANY OTHER ENVIRONMENTAL MATTER OR
CONDITION OF THE PROPERTY; OR (G) ANY OTHER MATTER WITH RESPECT TO THE CONDITION
OF THE PROPERTY; AND, EXCEPT FOR THE EXPRESS WARRANTIES, ALL SUCH
REPRESENTATIONS AND WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED BY SELLER, AND
PURCHASER HEREBY RELEASES SELLER, SELLER'S OWNERS (DIRECT AND REMOTE),
DIRECTORS, OFFICERS, MANAGER(S) AGENTS AND EMPLOYEES (COLLECTIVELY THE "SELLER
PROTECTED PARTY") FROM ANY AND ALL RESPONSIBILITY AND LIABILITY IN RESPECT
THEREOF. WITHOUT LIMITATION OF THE PROVISIONS ABOVE, PURCHASER HEREBY RELEASES
SELLER AND THE OTHER SELLER PROTECTED PARTIES FROM ANY AND ALL CLAIMS, CAUSES OF
ACTION, OR LIABILITIES ARISING OUT OF OR RELATING DIRECTLY OR INDIRECTLY TO ANY
ENVIRONMENTAL HAZARD AT, IN, ON OR UNDER THE PROPERTY. ANY REPRESENTATIONS,
WARRANTIES OR STATEMENTS MADE BY ANY SHAREHOLDER, DIRECTOR, OFFICER, EMPLOYEE,
AGENT OR REPRESENTATIVE OF SELLER, INCLUDING WITHOUT LIMITATION THE BROKER
DEFINED BELOW, MAY NOT BE RELIED UPON BY PURCHASER AND DO NOT CONSTITUTE A PART