such representations and
warranties and not being true. Seller shall have no recourse against Buyer until
the aggregate claims for breach of any of Buyer's representations or warranties
or covenants under this Agreement the Threshold Amount. Buyer's aggregate
liability to Seller after Closing for a breach of Buyer's representations and
warranties made under this Agreement, or for any other reason, shall in no event
exceed $1,000,000.00. In no event shall Buyer be liable to Seller under this
Agreement for special, incidental or consequential damages or for punitive or
exemplary damages.
10.
CONDITION OF THE PROPERTY.
10.1
As Is Conveyance. EXCEPT FOR THOSE REPRESENTATIONS AND WARRANTIES SET
FORTH HEREIN OR IN ANY CLOSING DOCUMENTS, BUYER ACKNOWLEDGES THAT IT IS NOT
RELYING ON ANY REPRESENTATIONS OR WARRANTIES WHATSOEVER BY SELLER OR ANY AGENT
OR EMPLOYEE THEREOF REGARDING THE PROPERTY, INCLUDING, WITHOUT LIMITATION, ITS
PHYSICAL CONDITION, ITS SUITABILITY FOR ANY PARTICULAR PURPOSE, ITS COMPLIANCE
WITH LAWS, INCLUDING, WITHOUT LIMITATION, ENVIRONMENTAL LAWS, OR THE ABSENCE OF
HAZARDOUS SUBSTANCES THEREUPON, AND SELLER EXPRESSLY DISCLAIMS ANY AND ALL SUCH
REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, EXCEPT FOR ANY
REPRESENTATIONS AND WARRANTIES CONTAINED HEREIN AND IN ANY CLOSING DOCUMENTS.
OTHERWISE, BUYER SHALL ACCEPT THE PROPERTY IN ITS "AS IS", "WHERE IS", "WITH ALL
FAULTS" CONDITION, AND SELLER HEREBY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY
OR FITNESS FOR A PARTICULAR PURPOSE, EXPRESS OR IMPLIED.
BUYER ACKNOWLEDGES THAT IT IS A SOPHISTICATED REAL ESTATE INVESTOR WHO SHALL
HAVE HAD, AS OF THE CLOSING DATE (AND PROVIDED THAT SELLER IS NOT IN DEFAULT OF
ITS OBLIGATIONS UNDER THIS AGREEMENT RELATING TO PROVIDING ACCESS TO THE
PROPERTY AND DILIGENCE INFORMATION AND OTHER DOCUMENTS/INFORMATION TO BUYER)
OPEN ACCESS TO, AND SUFFICIENT TIME TO REVIEW, ALL INFORMATION, DOCUMENTS,
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AGREEMENTS, STUDIES AND TESTS RELATING TO THE PROPERTY THAT BUYER ELECTS TO
CONDUCT, AND TO CONDUCT ANY INSPECTION, ANALYSIS AND EVALUATION OF THE PROPERTY,
INCLUDING BUT NOT LIMITED TO ENVIRONMENTAL ISSUES, IF ANY, THAT BUYER ELECTS TO
CONDUCT AND TO RECEIVE AND REVIEW SUCH INFORMATION AS BUYER SHALL REQUIRE IN THE
COURSE OF ITS INVESTIGATION.
The term "Environmental Laws" means any and all federal, state and local,
statutes, ordinances, orders, rules, regulations, guidance documents, judgments,
governmental authorizations, or any other requirements of governmental
authorities, as may presently exist, or as may be amended or supplemented, or
hereafter enacted, relating to the presence, release, generation, use, handling,
treatment, storage, transportation or disposal of Hazardous Materials, or the
protection of the environment or human, plant or animal health, including,
without limitation, the Comprehensive Environmental Response, Compensation and
Liability Act of 1980 , as amended by the Superfund Amendments and
Reauthorization Act of 1986 (42 U.S.C.A. § 9601), the Hazardous Materials
Transportation Act (49 U.S.C. § 1801 et seq.), the Resource Conservation and
Recovery Act (42 U.S.C. § 6901 et seq.), the Federal Water Pollution Control Act
(33 U.S.C. § 1251 et seq.), the Clean Air Act (42 U.S.C. § 7401 et seq.), the
Toxic Substances Control Act (15 U.S.C. § 2601 et seq.), the