and correct, and the information provided and to be provided by Seller to
Purchaser relating to this Agreement does not and will not contain any statement
which, at the time it is made, is false or misleading with respect to any
material fact or omits to state any material fact (which is known, or in the
exercise of reasonable diligence by Seller, should have been known) necessary in
order to make any statement contained therein not false or misleading in any
material respect.
(N) Survival of Representations. The representations and warranties of Seller
set forth in this Article 6 shall survive the Closing of the transaction
contemplated in this Agreement for a period of six (6) months from and after the
Closing Date.
5
(O)
AS-IS, WHERE IS and WITH ALL FAULTS. THE TRANSACTION CONTEMPLATED BY THIS
AGREEMENT HAS BEEN NEGOTIATED BETWEEN SELLER AND PURCHASER, THIS AGREEMENT
REFLECTS THE MUTUAL AGREEMENT OF SELLER AND PURCHASER, AND PURCHASER HAS
CONDUCTED (OR WILL CONDUCT PRIOR TO THE EXPIRATION OF THE DUE DILIGENCE PERIOD)
ITS OWN INDEPENDENT EXAMINATION OF THE PROPERTY. OTHER THAN THE SPECIFIC MATTERS
REPRESENTED IN SECTION 6 OR IN THE DEED DELIVERED BY SELLER TO PURCHASER AT
CLOSING, WHICH EXCEPTIONS APPLY TO ALL OF THE PROVISIONS OF THIS SECTION,
PURCHASER HAS NOT RELIED UPON AND WILL NOT RELY UPON, EITHER DIRECTLY OR
INDIRECTLY, ANY REPRESENTATION, WARRANTY OR STATEMENT OF SELLER OR ANY OF
SELLER'S AFFILIATES, AGENTS OR REPRESENTATIVES, AND PURCHASER HEREBY
ACKNOWLEDGES THAT NO SUCH REPRESENTATIONS, WARRANTIES OR STATEMENTS HAVE BEEN
MADE. SELLER SPECIFICALLY DISCLAIMS, AND NEITHER IT NOR ANY OF ITS AFFILIATES
NOR ANY OTHER PERSON IS MAKING, ANY REPRESENTATION, WARRANTY, STATEMENTS OR
ASSURANCE WHATSOEVER TO PURCHASER AND NO WARRANTIES, REPRESENTATIONS, STATEMENTS
OR ASSURANCES OF ANY KIND OR CHARACTER, EITHER EXPRESS OR IMPLIED, ARE MADE BY
SELLER OR RELIED UPON BY PURCHASER WITH RESPECT TO THE STATUS OF TITLE TO OR THE
MAINTENANCE, REPAIR, CONDITION, DESIGN OR MARKETABILITY OF THE PROPERTY, OR ANY
PORTION THEREOF, INCLUDING BUT NOT LIMITED TO (A) ANY IMPLIED OR EXPRESS
WARRANTY OF MERCHANTABILITY, (B) ANY IMPLIED OR EXPRESS WARRANTY OF FITNESS FOR
A PARTICULAR PURPOSE, (C) ANY IMPLIED OR EXPRESS WARRANTY OF CONFORMITY TO
MODELS OR SAMPLES OF MATERIALS, (D) ANY RIGHTS OF PURCHASER UNDER APPROPRIATE
STATUTES TO CLAIM DIMINUTION OF CONSIDERATION, (E) ANY CLAIM BY PURCHASER FOR
DAMAGES BECAUSE OF DEFECTS, WHETHER KNOWN, OR UNKNOWN, OR LATENT, WITH RESPECT
TO THE PROPERTY, (F) THE FINANCIAL CONDITION OR PROSPECTS OF THE PROPERTY
(G) THE COMPLIANCE OR LACK THEREOF OF THE PROPERTY WITH GOVERNMENTAL LAWS,
(H) COMPLIANCE WITH ANY ENVIRONMENTAL PROTECTION, POLLUTION, OR LAND USE LAWS,
RULES, REGULATIONS, ORDERED OR REQUIREMENTS, AND/OR (I) THE PRESENCE OR ABSENCE
OF HAZARDOUS MATERIALS ON, AT, UNDER OR ADJACENT TO THE PROPERTY, IT BEING THE
EXPRESS INTENTION OF SELLER AND PURCHASER THAT THE PROPERTY WILL BE CONVEYED AND
TRANSFERRED TO PURCHASER IN ITS PRESENT CONDITION AND STATE OF REPAIR, "AS IS"
AND "WHERE IS", WITH ALL FAULTS. Purchaser represents that it is a
knowledgeable, experienced and sophisticated purchaser