reputable overnight courier, (c) e-mail transmission, or
(d) personal delivery.
If given by personal delivery, the notice shall be
deemed to have been given when delivered to and received by the party to whom it
is addressed.
If given by facsimile transmission, the notice shall be deemed to
have been given upon confirmation of delivery by the sending equipment.
If
given by overnight courier, the notice shall be deemed to have been given on the
next business day following deposit with the overnight courier.
If given by
e-mail transmission, the notice shall be deemed to have been given upon
transmission, provided no message of "unsuccessful transmission" has been
received within four (4) hours thereafter.
Such notices shall be given to the
parties hereto at the addresses reflected in the Company Disclosure Letter or,
if given by facsimile transmission over the telephone, at the fax numbers
reflected in the Company Disclosure Letter.
Any notices given by a Seller shall be deemed and have the effect of a notice
given by all Sellers.
Any party hereto may, at any time by giving five (5) days
written notice to the other party hereto, designate any other address, e-mail or
facsimile number in substitution of the foregoing address to which such notice
shall be given.
12.6
"AS IS" SALE.
ACKNOWLEDGING THE PRIOR USE OF THE
PROPERTY AND PURCHASER'S OPPORTUNITY TO INSPECT THE PROPERTY, PURCHASER AGREES,
SUBJECT TO THE REPRESENTATIONS AND WARRANTIES SET FORTH IN SECTION 9.1 ABOVE AND
IN SECTION 8 OF THE COMPANY DISCLOSURE LETTER, TO TAKE THE PROPERTY "AS-IS,"
"WHERE-IS," AND WITH ALL FAULTS AND CONDITIONS THEREON. ANY INFORMATION,
REPORTS, STATEMENTS, DOCUMENTS OR RECORDS (COLLECTIVELY, THE "DISCLOSURES")
PROVIDED OR MADE TO PURCHASER OR ITS CONSTITUENTS BY SELLERS OR ANY OF SELLERS'
AFFILIATES SHALL NOT BE REPRESENTATIONS OR WARRANTIES.
PURCHASER HAS NOT AND
SHALL NOT RELY ON SUCH DISCLOSURES, BUT RATHER, PURCHASER SHALL RELY ONLY ON ITS
OWN INSPECTION OF THE PROPERTY.
PURCHASER ACKNOWLEDGES THAT THE PURCHASE PRICE
REFLECTS AND TAKES INTO ACCOUNT THAT THE PROPERTY IS BEING SOLD "AS IS".
PURCHASER ACKNOWLEDGES AND AGREES THAT, SUBJECT TO THE REPRESENTATIONS AND
WARRANTIES SET FORTH IN SECTION 9.1 ABOVE AND IN SECTION 8 OF THE COMPANY
25
DISCLOSURE LETTER, SELLERS HAVE NOT MADE, DO NOT MAKE AND SPECIFICALLY DISCLAIM
ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES
OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR
WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO
(A) THE NATURE, QUALITY OR CONDITION OF THE PROPERTY, INCLUDING, WITHOUT
LIMITATION, THE WATER, SOIL AND GEOLOGY; (B) THE INCOME TO BE DERIVED FROM THE
PROPERTY, (C) THE SUITABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND
USES WHICH 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 HABITABILITY, MERCHANTABILITY
OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTY; OR (F) ANY OTHER MATTER
WITH RESPECT TO THE