tremolite, anthophylite
and/or actinolite, whether friable or non-friable (collectively, "Asbestos"),
(e) polychlorinated biphenyl ("PCBs") or PCB-containing materials or fluids,
(f) radon, (g) any other hazardous or radioactive substance, material,
pollutant, contaminant or waste, and (h) any other substance with respect to
which any Environmental Law or Governmental Authority requires environmental
investigation, monitoring or remediation.
3.15.
Disclaimer.
(A)
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS
AGREEMENT, NEITHER THE SELLER NOR ANY PERSON ACTING ON BEHALF OF SELLER HAS
MADE, OR SHALL BE DEEMED TO HAVE MADE, TO BUYER OR ANY OTHER PERSON ANY
REPRESENTATIONS OR WARRANTY OTHER THAN THOSE EXPRESSLY MADE BY SELLER IN THIS
ARTICLE III.
BUYER HEREBY ACKNOWLEDGES THAT, EXCEPT AS EXPRESSLY SET FORTH IN
THIS AGREEMENT, NEITHER SELLER NOR ANY PERSON ACTING ON BEHALF OF SELLER, NOR
ANY PERSON OR ENTITY WHICH PREPARED OR PROVIDED ANY OF THE MATERIALS REVIEWED BY
BUYER IN CONDUCTING ITS DUE DILIGENCE, NOR ANY SUCCESSOR OR ASSIGN OF ANY OF THE
FOREGOING PARTIES, HAS MADE OR SHALL BE DEEMED TO HAVE MADE ANY ORAL OR WRITTEN
REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESSED OR IMPLIED, BY OPERATION OF LAW
OR OTHERWISE (INCLUDING, WITHOUT LIMITATION, WARRANTIES OF HABITABILITY,
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE), WITH RESPECT TO THE
PROPERTY,
20
INCLUDING, WITHOUT LIMITATION, THE PERMITTED USE THEREOF OR THE ZONING AND OTHER
LAWS APPLICABLE THERETO OR THE COMPLIANCE BY THE PROPERTY THEREWITH, THE
REVENUES AND EXPENSES GENERATED BY OR ASSOCIATED WITH THE PROPERTY, OR OTHERWISE
RELATING TO THE PROPERTY OR THE TRANSACTIONS CONTEMPLATED HEREIN.
EXCEPT AS
EXPRESSLY SET FORTH IN THIS AGREEMENT, BUYER FURTHER ACKNOWLEDGES THAT ALL
MATERIALS WHICH HAVE BEEN PROVIDED BY SELLER HAVE BEEN PROVIDED WITHOUT ANY
WARRANTY OR REPRESENTATION, EXPRESSED OR IMPLIED AS TO THEIR CONTENT,
SUITABILITY FOR ANY PURPOSE, ACCURACY, TRUTHFULNESS OR COMPLETENESS AND EXCEPT
AS EXPRESSLY SET FORTH IN THIS AGREEMENT, BUYER SHALL NOT HAVE ANY RECOURSE
AGAINST SELLER IN THE EVENT OF ANY ERRORS THEREIN OR OMISSIONS THEREFROM.
BUYER
IS ACQUIRING SELLER'S COMMON STOCK BASED SOLELY ON ITS OWN INDEPENDENT
INVESTIGATION AND INSPECTION OF SELLER'S COMMON STOCK AND THE PROPERTY, AND NOT
IN RELIANCE ON ANY INFORMATION PROVIDED BY SELLER, EXCEPT FOR THE
REPRESENTATIONS EXPRESSLY SET FORTH HEREIN.
WITHOUT LIMITING THE GENERALITY OF
THE FOREGOING, NO REPRESENTATION OR WARRANTY HAS BEEN MADE OR IS BEING MADE
HEREIN TO BUYER OR ANY OTHER PERSON (I) AS TO MERCHANTABILITY, SUITABILITY OR
FITNESS FOR A PARTICULAR PURPOSE, OR QUALITY, WITH RESPECT TO ANY TANGIBLE
ASSETS (INCLUDING THE PROPERTY) OR AS TO THE CONDITION OR WORKMANSHIP THEREOF OR
THE ABSENCE OF ANY DEFECTS THEREIN, WHETHER LATENT OR PATENT (OR ANY OTHER
REPRESENTATION OR WARRANTY REFERRED TO IN SECTION 2-312 OF THE UNIFORM
COMMERCIAL CODE OF ANY APPLICABLE JURISDICTION), (II) WITH RESPECT TO ANY
PROJECTIONS, FORECASTS, BUSINESS PLANS, ESTIMATES OR BUDGETS DELIVERED TO OR
MADE AVAILABLE TO BUYER OR ANY OTHER PERSON, OR (III) WITH RESPECT TO ANY OTHER
INFORMATION OR DOCUMENTS MADE AVAILABLE AT ANY TIME TO BUYER OR ANY OTHER
PERSON.
(B)
BUYER ACKNOWLEDGES AND AGREES THAT IT IS PURCHASING