NOTICE OF SUCH CLAIM IS GIVEN TO THE PARTY WHICH ALLEGEDLY MADE
SUCH MISREPRESENTATION OR BREACHED SUCH COVENANT, OBLIGATION, WARRANTY OR
AGREEMENT WITHIN ONE (1) YEAR AFTER THE CLOSING DATE; AND (II) THE AMOUNT OF
DAMAGES OR LOSSES AS A RESULT OF SUCH CLAIM SUFFERED OR SUSTAINED BY THE PARTY
MAKING SUCH CLAIM EXCEEDS $50,000.00.
SELLER'S MAXIMUM AGGREGATE LIABILITY FOR
DAMAGES ARISING FROM ALL BREACHES OF THE FOREGOING REPRESENTATIONS
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discovered after Close of Escrow shall be limited to Buyer's actual damages (and
specifically excluding consequential, punitive and exemplary damages) not to
exceed an amount equal to the Deposit made by Buyer pursuant to this Agreement.
6.5
Seller's Knowledge.
"Seller's knowledge," as used in this Agreement
means the current actual knowledge of Jeff DuChateau of Seller, without any duty
of inquiry or investigation.
7.
AS-IS CONVEYANCE; ENVIRONMENTAL RELEASE.
7.1
AS-IS CONVEYANCE.
BUYER HEREBY ACKNOWLEDGES THAT IT OCCUPIES A
PORTION OF THE PROPERTY PURSUANT TO THE ZENITH LEASE AND IS FAMILIAR WITH THE
PROPERTY, ITS OPERATIONS AND TENANTS.
BUYER HEREBY AGREES THAT, UPON THE CLOSE
OF ESCROW, BUYER SHALL CONCLUSIVELY BE DEEMED TO HAVE ACCEPTED THE PROPERTY
WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND OR NATURE WHATSOEVER EXCEPT FOR
SELLER'S REPRESENTATIONS AND WARRANTIES IN SECTION 6.2 OF THIS AGREEMENT
("SELLER'S WARRANTIES").
AS A MATERIAL PART OF THE CONSIDERATION FOR THIS
AGREEMENT, BUYER AGREES TO ACCEPT THE PROPERTY ON AN "AS IS" AND "WHERE IS"
BASIS, WITH ALL FAULTS, AND WITHOUT ANY REPRESENTATION OR WARRANTY, ALL OF WHICH
SELLER HEREBY DISCLAIMS, EXCEPT FOR SELLER'S WARRANTIES.
EXCEPT FOR SELLER'S
WARRANTIES, NO WARRANTY OR REPRESENTATION IS MADE BY SELLER AS TO FITNESS FOR
ANY PARTICULAR PURPOSE, MERCHANTABILITY, DESIGN, QUALITY, CONDITION, OPERATION
OR INCOME, COMPLIANCE WITH DRAWINGS OR SPECIFICATIONS, ABSENCE OF DEFECTS,
ABSENCE OF HAZARDOUS OR TOXIC SUBSTANCES, ABSENCE OF FAULTS, FLOODING, OR
COMPLIANCE WITH LAWS AND REGULATIONS INCLUDING, WITHOUT LIMITATION, THOSE
RELATING TO HEALTH, SAFETY, AND THE ENVIRONMENT.
BUYER ACKNOWLEDGES THAT BUYER
HAS ENTERED INTO THIS AGREEMENT WITH THE INTENTION OF MAKING AND RELYING UPON
ITS OWN KNOWLEDGE OF AND INVESTIGATION OF THE PHYSICAL, ENVIRONMENTAL, ECONOMIC
USE, COMPLIANCE, AND LEGAL CONDITION OF THE PROPERTY AND THAT, OTHER THAN THE
SELLER'S WARRANTIES, BUYER IS NOT NOW RELYING, AND WILL NOT LATER RELY, UPON ANY
REPRESENTATIONS AND WARRANTIES MADE BY SELLER OR ANYONE ACTING OR CLAIMING TO
ACT, BY, THROUGH OR UNDER OR ON SELLER'S BEHALF CONCERNING THE PROPERTY.
THE
PROVISIONS OF THIS SECTION 7 SHALL SURVIVE INDEFINITELY THE CLOSE OF ESCROW OR
TERMINATION OF THIS AGREEMENT AND SHALL NOT BE MERGED INTO THE DEED OR ANY OTHER
CLOSING DOCUMENTS.
7.2
ENVIRONMENTAL RELEASE.
BUYER, FOR ITSELF AND ANY ENTITY AFFILIATED
WITH BUYER, WAIVES AND RELEASES SELLER AND SELLER'S AFFILIATES FROM AND AGAINST
ANY LIABILITY OR CLAIM RELATED TO THE PROPERTY ARISING UNDER THE COMPREHENSIVE
ENVIRONMENTAL RESPONSE, COMPENSATION, AND LIABILITY ACT OF 1980, THE SUPERFUND
AMENDMENTS AND REAUTHORIZATION ACT OF 1986, THE RESOURCE CONSERVATION AND
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RECOVERY ACT, AND THE TOXIC SUBSTANCE CONTROL ACT, ALL AS AMENDED, OR ANY OTHER
CAUSE OF ACTION BASED ON