WITH LAW, SUITABILITY FOR PARTICULAR PURPOSES OR ANY OTHER MATTER WHATSOEVER
EXCEPT TO THE EXTENT BASED ON WARRANTIES AND REPRESENTATIONS EXPRESSLY SET FORTH
IN THIS AGREEMENT AND REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN ANY
CERTIFICATE DELIVERED PURSUANT HERETO. SUBJECT ONLY TO SELLERS' REPRESENTATIONS,
WARRANTIES AND COVENANTS EXPRESSLY CONTAINED HEREIN, THE CONDITIONS SET FORTH IN
ARTICLE 9 AND THE REPRESENTATIONS, WARRANTIES, AND CONDITIONS SET FORTH HEREIN
AND IN ALL CERTIFICATES AND AGREEMENTS DELIVERED BY SELLERS PURSUANT TO THIS
AGREEMENT, BUYER ACKNOWLEDGES AND AGREES THAT NEITHER THE COMPANIES, SELLERS,
NOR ANY OF THEIR AFFILIATES NOR ANY OF THEIR RESPECTIVE REPRESENTATIVES HAS
MADE, AND BUYER SPECIFICALLY WAIVES AND RELINQUISHES ALL RIGHTS, PRIVILEGES AND
CLAIMS ARISING OUT OF, ANY ALLEGED REPRESENTATIONS, WARRANTIES (INCLUDING
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR USE, AND WARRANTIES
ARISING FROM A COURSE OF DEALING, USAGE OR TRADE), PROMISES, COVENANTS,
AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR
IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, WHICH MAY HAVE BEEN MADE OR
GIVEN, OR WHICH MAY BE DEEMED TO HAVE BEEN MADE OR GIVEN, BY THE COMPANIES,
SELLERS, ANY OF THEIR RESPECTIVE AFFILIATES OR ANY OF THEIR RESPECTIVE
REPRESENTATIVES, AS TO, CONCERNING OR WITH RESPECT TO:
(a)
THE VALUE OF THE PURCHASED ASSETS (REGARDLESS OF, WITHOUT LIMITATION, ANY
STATEMENTS MADE BY THE COMPANIES OR ANY ENTRY MADE IN THE COMPANIES' FINANCIAL
STATEMENTS);
(b)
THE INCOME DERIVED OR TO BE DERIVED FROM THE PURCHASED ASSETS;
(c)
THE SUITABILITY OF THE REAL PROPERTY FOR ANY AND ALL ACTIVITIES AND USES
WHICH BUYER MAY CONDUCT THEREON, INCLUDING THE POSSIBILITIES FOR FUTURE
DEVELOPMENT OF THE REAL PROPERTY;
(d)
THE FITNESS OF THE PURCHASED ASSETS FOR ANY PARTICULAR PURPOSE;
(e)
THE MANNER OR QUALITY OF REPAIR, STATE OF REPAIR OR LACK OF REPAIR OF THE
PURCHASED ASSETS;
(f)
THE NATURE, QUALITY OR CONDITION OF THE PURCHASED ASSETS, INCLUDING SOIL
CONDITIONS, ANY GRADING OR OTHER WORK PERFORMED ON OR WITH RESPECT TO THE REAL
PROPERTY, AND THE GEOLOGICAL CONDITION OF THE REAL PROPERTY;
2844184.4 01
68
(g)
THE COMPLIANCE OF OR BY THE REAL PROPERTY OR ITS OPERATION WITH ANY
APPLICABLE LAWS;
(h)
THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY,
INCORPORATED INTO THE REAL PROPERTY;
(i)
COMPLIANCE WITH ANY ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE LAWS,
RULES, REGULATIONS, ORDERS OR REQUIREMENTS, INCLUDING TITLE III OF THE AMERICANS
WITH DISABILITIES ACT OF 1990 OR ANY ENVIRONMENTAL LAWS, AS ANY OF THE FOREGOING
MAY BE AMENDED FROM TIME TO TIME AND REGULATIONS PROMULGATED UNDER ANY OF THE
FOREGOING FROM TIME TO TIME;
(j)
THE PRESENCE, SUSPECTED PRESENCE OR ABSENCE OF HAZARDOUS SUBSTANCES AT,
ON, UNDER, OR ADJACENT TO THE REAL PROPERTY;
(k)
THE CONTENT, COMPLETENESS OR ACCURACY OF THE STUDY MATERIALS OR ANY
PLANS, DRAWINGS, DESCRIPTIONS OR THE LIKE WITH RESPECT TO THE REAL PROPERTY;
(l)
THE CONFORMITY OF THE REAL PROPERTY TO PAST, CURRENT OR FUTURE APPLICABLE
ZONING OR BUILDING REQUIREMENTS;
(m)
DEFICIENCY OF ANY DRAINAGE;
(n)
THE FACT THAT THE REAL PROPERTY MAY BE LOCATED