terminate
this Agreement by written notice to Seller, whereupon the Earnest Money shall be
immediately returned to Purchaser, and thereafter the parties hereto shall have
no further rights or obligations hereunder, except only (1) for such rights or
obligations that, by the express terms hereof, survive any termination of this
Agreement and (2) that Purchaser shall have the right to seek monetary damages
from Seller for any changes in such representations and warranties willfully
caused by Seller after the Effective Date or any such representations and
warranties willfully breached by Seller.
References to the "knowledge" of Seller shall refer only to the current actual
knowledge of Patrick J. McKillen, without any independent investigation or
inquiry.
EXCEPT AS EXPRESSLY SET FORTH IN PARAGRAPH 8, PURCHASER HEREBY ACKNOWLEDGES AND
AGREES THAT PURCHASER IS PURCHASING AND ACQUIRING THE PROPERTY "AS-IS", "WHERE
IS", AND WITH ALL FAULTS, AND THAT EXCEPT AS EXPRESSLY STATED IN PARAGRAPH 8 AND
IN ANY DOCUMENTS TO BE DELIVERED TO PURCHASER BY SELLER AT CLOSING, SELLER HAS
NOT MADE AND DOES NOT MAKE ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS,
AGREEMENTS OR GUARANTIES, WHETHER EXPRESS OR IMPLIED, WRITTEN OR ORAL, BY
OPERATION OF LAW OR OTHERWISE, OF ANY KIND OR NATURE WHATSOEVER WITH RESPECT TO
THE PROPERTY OR AS TO, CONCERNING OR WITH RESPECT TO (A) THE VALUE, NATURE,
QUANTITY, QUALITY OR CONDITION OF THE PROPERTY, (B) THE INCOME TO BE DERIVED
FROM THE PROPERTY, (C) THE SUITABILITY OF THE PROPERTY FOR ANY OR ALL ACTIVITIES
AND USES THAT PURCHASER MAY CONDUCT THEREON, (D) THE COMPLIANCE OF OR BY THE
PROPERTY OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY
APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, (E) THE STATUS OF TITLE TO THE
PROPERTY, (F) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE
PROPERTY, (G) THE ZONING OF THE PROPERTY, (H) THE STATUS OR CONTENT OF ANY
PLANS, PERMITS, SURVEYS, OR OTHER DOCUMENTS RELATING TO THE PROPERTY, (I) THE
CONTENT, COMPLETENESS OR ACCURACY OF THE TITLE COMMITMENT OR THE DUE DILIGENCE
MATERIALS FURNISHED TO (OR TO BE FURNISHED TO) OR OBTAINED BY (OR TO BE OBTAINED
BY) PURCHASER; (J) THE CONFORMITY OF THE IMPROVEMENTS TO ANY PLANS OR
SPECIFICATIONS FOR THE PROPERTY, INCLUDING WITHOUT LIMITATION ANY PLANS AND
SPECIFICATIONS THAT MAY HAVE BEEN OR MAY BE PROVIDED TO PURCHASER; (K) THE
CONFORMITY OF THE
10
PROPERTY TO PAST, CURRENT OR FUTURE APPLICABLE ZONING OR BUILDING REQUIREMENTS;
OR (L) ANY OTHER ASPECT OR COMPONENT OF THE PROPERTY. WITHOUT LIMITING THE
FOREGOING, PURCHASER HEREBY ACKNOWLEDGES THAT IT UNDERSTANDS AND AGREES THAT
SELLER MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES OF FITNESS FOR
A PARTICULAR PURPOSE, SUITABILITY, HABITABILITY, AND/OR MERCHANTABILITY WITH
RESPECT TO THE PROPERTY OR ANY ASPECT OR CONDITION THEREOF. EXCEPT TO THE EXTENT
SELLER BREACHES ANY OF ITS REPRESENTATIONS OR WARRANTIES UNDER THIS AGREEMENT,
PURCHASER AGREES NOT TO MAKE OR BRING ANY CLAIMS, SUITS OR ACTIONS FOR
CONTRIBUTION WITH RESPECT TO THE COMPLIANCE OF THE PROPERTY WITH ENVIRONMENTAL
LAWS. PURCHASER HEREBY AGREES THAT SELLER IS