state or local law,
regulation or ordinance.
6
(n) To Seller's knowledge, the Seller's Deliverables delivered by Seller to
Purchaser are full and complete copies of all such documents and materials.
(o) The representations and warranties of Seller set forth in this Section shall
survive Closing for a period of ninety (90) days. If Purchaser discovers a
breach of any such representation or warranty of Seller during such ninety (90)
day survival period, Purchaser may exercise any rights and remedies available at
law or in equity with respect to such breach; provided, however, Seller shall
have no liability to Purchaser for a breach of any representation or warranty
unless (a) the claims for all such breaches collectively aggregate more than Ten
Thousand and No/100 Dollars ($10,000.00), in which event the full amount of such
claims shall be actionable, up to, but not to exceed, Ninety Thousand and No/100
Dollars ($90,000.00), and (b) Purchaser has filed a lawsuit against Seller for
an uncured breach of such representations and warranties no later than ninety
(90) days after the Property has been conveyed to Purchaser. The provisions of
this paragraph shall survive Closing.
(p) NO ADDITIONAL REPRESENTATIONS OR WARRANTIES OF SELLER. PURCHASER
ACKNOWLEDGES AND AGREES THAT, EXCEPT AS EXPRESSLY SPECIFIED IN THIS AGREEMENT
AND THE DOCUMENTS TO BE DELIVERED BY SELLER AT CLOSING, SELLER HAS NOT MADE, AND
SELLER HEREBY SPECIFICALLY DISCLAIMS, ANY WARRANTY, GUARANTY OR REPRESENTATION,
ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, OR CONCERNING, (a) THE
NATURE AND CONDITION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, THE WATER,
SOIL AND GEOLOGY, AND THE SUITABILITY THEREOF AND OF THE PROPERTY FOR ANY AND
ALL ACTIVITIES AND USES WHICH PURCHASER MAY ELECT TO CONDUCT THEREON; (b) THE
EXISTENCE, NATURE AND EXTENT OF ANY RIGHT-OF-WAY, LEASE, RIGHT TO POSSESSION OR
USE, LIEN, ENCUMBRANCE, LICENSE, RESERVATION, CONDITION OR OTHER MATTER
AFFECTING TITLE TO THE PROPERTY; OR (c) WHETHER THE USE OR OPERATION OF THE
PROPERTY COMPLIES WITH ANY AND ALL LAWS, ORDINANCES OR REGULATIONS OF ANY
GOVERNMENT OR OTHER REGULATORY BODY. PURCHASER AGREES TO ACCEPT THE PROPERTY AND
ACKNOWLEDGES THAT THE SALE OF THE PROPERTY AS PROVIDED FOR HEREIN IS MADE BY
SELLER, ON AN "AS IS, WHERE IS, AND WITH ALL FAULTS" BASIS. PURCHASER EXPRESSLY
ACKNOWLEDGES THAT EXCEPT AS OTHERWISE EXPRESSLY SPECIFIED IN THIS AGREEMENT AND
THE DOCUMENTS TO BE DELIVERED BY SELLER TO PURCHASER AT CLOSING, SELLER MAKES NO
REPRESENTATION OR WARRANTY OF ANY KIND, ORAL OR WRITTEN, EXPRESS OR IMPLIED, OR
ARISING BY OPERATION OF LAW, WITH RESPECT TO THE PROPERTY, INCLUDING, BUT NOT
LIMITED TO, ANY WARRANTIES OR REPRESENTATIONS AS TO HABITABILITY,
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE (OTHER THAN SELLER'S
WARRANTY OF TITLE TO BE SET FORTH IN THE DEED OR BILL OF SALE), ZONING, TAX
CONSEQUENCES, PHYSICAL OR ENVIRONMENTAL CONDITION, UTILITIES, OPERATING HISTORY
OR PROJECTIONS, VALUATION, GOVERNMENTAL APPROVALS, THE COMPLIANCE OF THE
PROPERTY WITH GOVERNMENTAL LAWS, THE TRUTH, ACCURACY OR COMPLETENESS OF ANY
INFORMATION (INCLUDING, WITHOUT LIMITATION, THE SUBMISSION MATTERS) PROVIDED BY
OR ON BEHALF OF