consideration for the Assets;
(b) if this Agreement is terminated by Seller pursuant to Section 7.1(e)(iii),
the Deposit Funds shall be delivered to Seller; or
(c) if this Agreement is terminated pursuant to Section 7.1 other than by Seller
pursuant to Section 7.1(e)(iii), the Deposit Funds shall in each case be
returned to Buyer within two (2) Business Days.
The provisions set forth in this Section 2.6 shall survive the termination of
this Agreement, for any reason.
ARTICLE 3
REPRESENTATIONS AND WARRANTIES
3.1 Disclaimer.
BUYER IS ACQUIRING THE PROPERTY "AS IS, WHERE IS" AND WITH ALL
FAULTS AND DEFECTS.
BUYER ACKNOWLEDGES AND AGREES THAT, EXCEPT FOR SELLER'S
REPRESENTATIONS AND WARRANTIES AS EXPRESSLY SET FORTH IN SECTION 3.2, SELLER HAS
NOT MADE, DOES NOT MAKE, WILL NOT BE OBLIGATED TO MAKE AND SPECIFICALLY
DISCLAIMS 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) ALL OR ANY PORTION OF THE PROPERTY AND/OR THE NATURE, QUALITY OR CONDITION
OF THE PROPERTY, OR ANY PORTION THEREOF, INCLUDING, WITHOUT LIMITATION, WATER,
SOIL OR GEOLOGICAL CONDITIONS, AND/OR THE PRESENCE OR ABSENCE OF ANY POLLUTANT,
HAZARDOUS WASTE, HAZARDOUS MATERIAL, RADON, GAS OR OTHER GASEOUS, LIQUID OR
SOLID SUBSTANCE OR WASTE ON OR ABOUT THE PROPERTY, OR ANY PORTION THEREOF, (B)
THE PAST, PRESENT OR POTENTIAL FUTURE INCOME AND/OR PROFITS DERIVED OR TO BE
DERIVED FROM THE PROPERTY, OR ANY PORTION THEREOF, (C) THE SUITABILITY OF THE
PROPERTY, OR ANY PORTION THEREOF, FOR ANY AND ALL ACTIVITIES AND USES WHICH
BUYER MAY INTEND TO CONDUCT THEREON, (D) THE COMPLIANCE OF OR BY THE PROPERTY,
OR ANY PORTION THEREOF, OR ITS OPERATION AND USE, WITH (I) ANY LAWS, RULES,
ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY, INCLUDING,
WITHOUT LIMITATION, ANY LAWS, RULES, ORDINANCES OR REGULATIONS RELATING TO
(a) ZONING AND LAND USE, (b) ENVIRONMENTAL MATTERS, (c) PERSONS WITH
DISABILITIES, OR (d) ARCHITECTURAL BARRIERS, OR (II) ANY COVENANT, CONDITION OR
RESTRICTION AFFECTING ALL OR ANY PORTION OF
8
THE PROPERTY, (E) THE MARKETABILITY, PROFITABILITY, HABITABILITY,
MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR USE OF THE PROPERTY,
(F) THE PRESENCE OR ABSENCE OF ANY PARTIES IN POSSESSION OF THE PROPERTY, OR ANY
PORTION THEREOF, (G) THE PRESENCE OR ABSENCE OF ANY VISIBLE OR APPARENT
EASEMENTS AFFECTING THE PROPERTY, OR ANY PORTION THEREOF, OR (H) ANY OTHER
MATTER RELATED TO OR CONCERNING THE PROPERTY; AND BUYER SHALL NOT SEEK RECOURSE
AGAINST SELLER ON ACCOUNT OF ANY LOSS, COST OR EXPENSE SUFFERED OR INCURRED BY
BUYER WITH REGARD TO ANY OF THE MATTERS DESCRIBED IN CLAUSES (A) THROUGH (H)
PRECEDING, EXCEPT FOR SELLER'S REPRESENTATIONS AND WARRANTIES AS EXPRESSLY SET
FORTH IN SECTION 3.2.
BUYER ACKNOWLEDGES THAT BUYER, HAVING BEEN GIVEN THE
OPPORTUNITY TO INSPECT THE PROPERTY, IS RELYING SOLELY ON ITS OWN INVESTIGATION
OF THE PROPERTY AND NOT ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY OR ON
BEHALF OF SELLER.
BUYER FURTHER ACKNOWLEDGES