UPON ITS INSPECTIONS AND
INVESTIGATIONS OF THE PROPERTY AND THE PERSONAL PROPERTY, AND THAT PURCHASER
WILL BE PURCHASING THE PROPERTY AND THE PERSONAL PROPERTY "AS IS" AND "WITH ALL
FAULTS", BASED UPON THE CONDITION OF THE PROPERTY AND THE PERSONAL PROPERTY AS
OF THE DATE OF THIS AGREEMENT, ORDINARY WEAR AND TEAR AND LOSS BY FIRE OR OTHER
CASUALTY OR CONDEMNATION EXCEPTED AND THAT SELLER MAKES NO WARRANTY OR
REPRESENTATION, EXPRESS OR IMPLIED, OR ARISING BY OPERATION OF LAW, INCLUDING,
BUT NOT LIMITED TO, ANY WARRANTY OF CONDITION, HABITABILITY, MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE, IN RESPECT OF THE PROPERTY. WITHOUT LIMITING
THE FOREGOING, PURCHASER
14
ACKNOWLEDGES THAT, EXCEPT AS MAY OTHERWISE BE SPECIFICALLY SET FORTH ELSEWHERE
IN THIS AGREEMENT, NEITHER SELLER NOR ITS CONSULTANTS, BROKERS OR AGENTS HAVE
MADE ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND UPON WHICH PURCHASER IS
RELYING AS TO ANY MATTERS CONCERNING THE PROPERTY OR THE PERSONAL PROPERTY,
INCLUDING, BUT NOT LIMITED TO: (I) THE CONDITION OF THE LAND OR ANY IMPROVEMENTS
COMPRISING THE PROPERTY; (II) THE EXISTENCE OR NON - EXISTENCE OF ANY POLLUTANT,
TOXIC WASTE AND/OR ANY HAZARDOUS MATERIALS OR SUBSTANCES; (III) ECONOMIC
PROJECTIONS OR MARKET STUDIES CONCERNING THE PROPERTY, OR THE INCOME TO BE
DERIVED FROM THE PROPERTY; (IV) ANY DEVELOPMENT RIGHTS, TAXES, BONDS, COVENANTS,
CONDITIONS AND RESTRICTIONS AFFECTING THE PROPERTY; (V) THE NATURE AND EXTENT OF
ANY RIGHT OF WAY, LEASE, LIEN, ENCUMBRANCE, LICENSE, RESERVATION OR OTHER TITLE
MATTER; (VI) WATER OR WATER RIGHTS, TOPOGRAPHY, GEOLOGY, DRAINAGE, SOIL OR
SUBSOIL OF THE PROPERTY; (VII) THE UTILITIES SERVING THE PROPERTY; (VIII) THE
SUITABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER
MAY ELECT TO CONDUCT THEREON; OR (IX) THE COMPLIANCE OF THE PROPERTY WITH ANY
ZONING, ENVIRONMENTAL, BUILDING OR OTHER LAWS, RULES OR REGULATIONS AFFECTING
THE PROPERTY. SELLER MAKES NO REPRESENTATION OR WARRANTY THAT THE PROPERTY
COMPLIES WITH THE AMERICANS WITH DISABILITIES ACT OR ANY FIRE CODE OR BUILDING
CODE. PURCHASER HEREBY RELEASES AND AGREES TO INDEMNIFY AND DEFEND SELLER FROM
ANY AND ALL LIABILITY IN CONNECTION WITH ANY ENVIRONMENTAL CLAIMS WHICH
PURCHASER OR ANY OTHER PARTY MAY HAVE AGAINST SELLER AND PURCHASER HEREBY AGREES
NOT TO ASSERT ANY ENVIRONMENTAL CLAIMS FOR CONTRIBUTION, COST RECOVERY OR
OTHERWISE, AGAINST SELLER RELATING DIRECTLY OR. INDIRECTLY TO THE EXISTENCE OF
ASBESTOS OR HAZARDOUS MATERIALS OR SUBSTANCES ON, OR ENVIRONMENTAL CONDITIONS
OF, THE PROPERTY, WHETHER KNOWN OR UNKNOWN. SAID RELEASE SHALL NOT APPLY TO ANY
THIRD PARTY ENVIRONMENTAL CLAIMS BROUGHT AGAINST SELLER BY PARTIES OTHER THAN
PURCHASER OR ITS SUCCESSORS AND ASSIGNS. The terms and provision of this
Section 17 shall survive the closing of the transactions contemplated hereunder
or the earlier termination of this Agreement.
18. Captions. The section headings or captions appearing in this Agreement are
for convenience only, are not a part of this Agreement, and are not to be
considered in interpreting this Agreement.
19. Entire Agreement; Modification. This Agreement constitutes the entire
agreement between the parties with respect to the subject matter herein
contained, and