WRITING,
UNLESS SPECIFICALLY SET FORTH IN THIS AGREEMENT.
PURCHASER REPRESENTS TO SELLER
THAT PURCHASER HAS CONDUCTED, OR WILL CONDUCT PRIOR TO CLOSING, SUCH
INVESTIGATIONS OF THE PREMISES, INCLUDING BUT NOT LIMITED TO, THE PHYSICAL AND
ENVIRONMENTAL CONDITIONS THEREOF, AS PURCHASER DEEMS NECESSARY TO SATISFY ITSELF
AS TO THE CONDITION OF THE PREMISES AND THE EXISTENCE OR NONEXISTENCE OR
CURATIVE ACTION TO BE TAKEN WITH RESPECT TO ANY HAZARDOUS OR TOXIC SUBSTANCES ON
OR DISCHARGED FROM THE PREMISES, AND WILL RELY SOLELY UPON SAME AND NOT UPON ANY
INFORMATION PROVIDED BY
14
OR ON BEHALF OF SELLER OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETO, OTHER
THAN SUCH REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER AS ARE EXPRESSLY
SET FORTH IN THIS AGREEMENT.
UPON CLOSING, PURCHASER SHALL ASSUME THE RISK THAT
ADVERSE MATTERS, INCLUDING BUT NOT LIMITED TO, CONSTRUCTION DEFECTS AND ADVERSE
PHYSICAL AND ENVIRONMENTAL CONDITIONS, MAY NOT HAVE BEEN REVEALED BY PURCHASER'S
INVESTIGATIONS, AND PURCHASER, UPON CLOSING, SHALL BE DEEMED TO HAVE WAIVED,
RELINQUISHED AND RELEASED SELLER FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS,
CAUSES OF ACTION (INCLUDING CAUSES OF ACTION IN TORT), LOSSES, DAMAGES,
LIABILITIES, COSTS AND EXPENSES (INCLUDING ATTORNEYS' FEES AND COURT COSTS) OF
ANY AND EVERY KIND OR CHARACTER, KNOWN OR UNKNOWN, WHICH PURCHASER MIGHT HAVE
ASSERTED OR ALLEGED AGAINST SELLER AT ANY TIME BY REASON OF OR ARISING OUT OF
ANY CONSTRUCTION DEFECTS, PHYSICAL CONDITIONS, VIOLATIONS OF ANY APPLICABLE LAWS
(INCLUDING ANY ENVIRONMENTAL LAWS) AND ANY AND ALL OTHER ACTS, OMISSIONS,
EVENTS, CIRCUMSTANCES OR MATTERS REGARDING THE PREMISES; PROVIDED, HOWEVER, THAT
THE FOREGOING PROVISION SHALL NOT BE CONSTRUED TO LIMIT ANY REMEDY PROVIDED TO
PURCHASER UNDER SECTION 6.3 OF THIS AGREEMENT.
PURCHASER AGREES THAT SHOULD ANY
CLEANUP, REMEDIATION OR REMOVAL OF HAZARDOUS SUBSTANCES OR OTHER ENVIRONMENTAL
CONDITIONS ON THE PREMISES BE REQUIRED UNDER APPLICABLE LAW AFTER THE DATE OF
CLOSING DURING PURCHASER'S OWNERSHIP OF THE PROPERTY, SUCH CLEAN-UP, REMOVAL OR
REMEDIATION SHALL BE THE RESPONSIBILITY OF AND SHALL BE PERFORMED AT THE SOLE
COST AND EXPENSE OF PURCHASER.
8.3
WAIVERS OF DECEPTIVE TRADE PRACTICES ACT.
PURCHASER ACKNOWLEDGES
AND AGREES, ON ITS OWN BEHALF AND ON BEHALF OF ITS ASSIGNS AND SUCCESSORS, THAT
THE TEXAS DECEPTIVE TRADE PRACTICES - CONSUMER PROTECTION ACT, SUBCHAPTER E OF
CHAPTER 17 OF THE TEXAS BUSINESS AND COMMERCE CODE (THE "DTPA"), IS NOT
APPLICABLE TO THIS TRANSACTION.
ACCORDINGLY, PURCHASER'S RIGHTS AND REMEDIES
WITH RESPECT TO THIS TRANSACTION, AND WITH RESPECT TO ALL ACTS OR PRACTICES OF
THE OTHER, PAST, PRESENT OR FUTURE, IN CONNECTION WITH THIS TRANSACTION, SHALL
BE GOVERNED BY LEGAL PRINCIPLES OTHER THAN THE DTPA.
IN FURTHERANCE THEREOF,
PURCHASER AGREES AS FOLLOWS:
(A)
PURCHASER REPRESENTS THAT IT IS A BUSINESS CONSUMER AND THAT IT
SEEKS TO ACQUIRE BY PURCHASE OR LEASE THE GOODS OR SERVICES THAT ARE THE SUBJECT
OF THIS AGREEMENT FOR COMMERCIAL OR BUSINESS USE.
PURCHASER FURTHER REPRESENTS
THAT IT HAS KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS THAT
ENABLE IT TO EVALUATE THE MERITS AND RISKS OF THE BUSINESS TRANSACTION THAT IS
THE SUBJECT OF