ARE LOCATED.
(B)
RELEASE.
WITHOUT IN ANY WAY LIMITING THE GENERALITY OF THE
PRECEDING SUBSECTION (A), EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS
AGREEMENT OR IN THE DEEDS, PURCHASER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT
IT HEREBY WAIVES, RELEASES AND DISCHARGES ANY CLAIM IT HAS, MIGHT HAVE HAD, OR
MAY HAVE, AGAINST EACH OF SELLER AND ITS AFFILIATES, AND ITS AND THEIR OFFICERS,
DIRECTORS, EMPLOYEES AND AGENTS, RELATING TO, ARISING OUT OF OR WITH RESPECT TO
(I) THE CONDITION OF THE PROPERTY, EITHER PATENT OR LATENT, (II) PURCHASER'S
ABILITY, OR INABILITY, TO OBTAIN OR MAINTAIN TEMPORARY OR FINAL CERTIFICATES OF
OCCUPANCY OR OTHER LICENSES FOR THE USE OR OPERATION OF THE IMPROVEMENTS, AND/OR
CERTIFICATES OF COMPLIANCE FOR THE IMPROVEMENTS, (III) THE ACTUAL OR POTENTIAL
INCOME, OR PROFITS, TO BE DERIVED FROM THE REAL PROPERTY, (IV) THE REAL ESTATE,
OR OTHER, TAXES OR SPECIAL ASSESSMENTS, NOW OR HEREAFTER PAYABLE ON ACCOUNT OF,
OR WITH RESPECT TO, THE REAL PROPERTY, (V) PURCHASER'S ABILITY OR INABILITY TO
DEMOLISH THE IMPROVEMENTS OR OTHERWISE DEVELOP THE REAL PROPERTY, (VI) THE
ENVIRONMENTAL CONDITION OF THE REAL PROPERTY, OR (VII) ANY OTHER MATTER RELATING
TO THE PROPERTY.
20.
TDLR.
SELLER AND PURCHASER ACKNOWLEDGE AND AGREE THAT CERTAIN
VIOLATIONS HAVE BEEN IDENTIFIED AS SET FORTH ON SCHEDULE 2 ATTACHED HERETO (THE
"TDLR VIOLATIONS").
NOTWITHSTANDING ANYTHING SET FORTH IN THIS AGREEMENT TO THE
CONTRARY, SELLER SHALL BE RESPONSIBLE FOR THE PAYMENT OF ANY FINES OR PENALTIES
ASSESSED BY THE TEXAS DEPARTMENT OF LICENSING AND REGULATION (THE "TDLR
PENALTIES") FOR EACH DAY PRIOR TO THE FIRST (1ST) ANNIVERSARY OF THE CLOSING
DATE THAT THE TDLR VIOLATIONS ARE NOT CURED.
PURCHASER SHALL BE SOLELY
RESPONSIBLE, AND SELLER SHALL HAVE NO RESPONSIBILITY, FOR PERFORMING ANY AND ALL
WORK NECESSARY TO CURE THE TDLR VIOLATIONS, FOR THE PAYMENT OF ANY AND ALL COSTS
AND EXPENSES INCURRED IN CONNECTION WITH SUCH WORK (OTHER THAN THE TDLR
PENALTIES TO THE EXTENT SELLER HAS AGREED TO REIMBURSE PURCHASER UNDER THIS
SECTION 20), OR FOR THE PAYMENT OF ANY AND ALL TDLR PENALTIES FOR PERIODS FROM
AND AFTER THE FIRST ANNIVERSARY OF THE CLOSING DATE.
THE OBLIGATIONS OF SELLER
UNDER THIS SECTION 20 BE SUBJECT TO THE LIMITATION ON SURVIVAL SET FORTH IN
SECTION 15(D), SHALL NOT BE SUBJECT TO THE LIMITATION OF LIABILITY SET FORTH IN
SECTION 15(E) OF THIS AGREEMENT AND SHALL SURVIVE THE CLOSING.
22
21.
GENERAL PROVISIONS.
(A)
TERMINATION.
UPON THE TERMINATION OF THIS AGREEMENT PURSUANT TO
SECTIONS 8(C), 10(D), 15(B) AND 17(A), (I) THE EARNEST MONEY DEPOSIT AND ALL
INTEREST THEREON SHALL BE RETURNED TO PURCHASER, AND THEREAFTER NEITHER PARTY
SHALL HAVE ANY FURTHER LIABILITY OR OBLIGATION TO THE OTHER EXCEPT FOR THOSE
THAT ARE PROVIDED IN THIS AGREEMENT TO SURVIVE TERMINATION HEREOF, AND
(II) PURCHASER SHALL PROMPTLY RETURN TO SELLER ANY DOCUMENTS (ORIGINALS AND
COPIES) RECEIVED FROM SELLER.
(B)
ENTIRE AGREEMENT.
THIS AGREEMENT AND EXHIBITS HERETO CONSTITUTE
THE ENTIRE AGREEMENT OF SELLER AND PURCHASER WITH RESPECT TO SALE OF THE
PROPERTY AND SUPERSEDE ALL PRIOR OR CONTEMPORANEOUS WRITTEN OR ORAL