TO THE PURCHASED ASSETS. BUYER ACKNOWLEDGES AND
AGREES THAT, HAVING BEEN GIVEN THE OPPORTUNITY TO INSPECT THE PURCHASED ASSETS,
BUYER IS RELYING SOLELY ON ITS OWN INVESTIGATION OF THE PURCHASED ASSETS, AND
NOT ON ANY MATERIALS AND OTHER INFORMATION PROVIDED OR TO BE PROVIDED BY SELLER
EXCEPT FOR THE REPRESENTATIONS SET FORTH IN THIS AGREEMENT. BUYER FURTHER
ACKNOWLEDGES THAT ANY INFORMATION PROVIDED AND TO BE PROVIDED WITH RESPECT TO
THE PURCHASED ASSETS WAS OBTAINED FROM A VARIETY OF SOURCES AND SELLER (i) HAS
NOT MADE ANY INDEPENDENT INVESTIGATION OR VERIFICATION OF SUCH INFORMATION; AND
(ii) MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE ACCURACY OR COMPLETENESS
OF SUCH INFORMATION. EXCEPT AS OTHERWISE EXPRESSLY SPECIFIED HEREIN, BUYER
AGREES TO ACCEPT THE PURCHASED ASSETS AND ACKNOWLEDGES THAT THE SALE OF THE
PURCHASED ASSETS AS PROVIDED FOR HEREIN IS CONDITIONED ON THE FACT THAT THE
PROPERTY IS "AS IS, WHERE IS AND WITH ALL FAULTS". WITHOUT LIMITING THE
GENERALITY
OF THE
FOREGOING,
BUYER
EXPRESSLY
ACKNOWLEDGES
THAT,
EXCEPT AS
OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT,
SELLER
MAKES NO WARRANTY OR
REPRESENTATION 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 VALUE, NATURE, QUALITY OR CONDITION OF THE PURCHASED ASSETS (OR ANY
PORTION THEREOF), (B) THE INCOME TO BE DERIVED FROM THE PURCHASED ASSETS (OR ANY
PORTION THEREOF), (C) THE SUITABILITY OF THE PURCHASED ASSETS (OR ANY PORTION
THEREOF) FOR ANY AND ALL ACTIVITIES AND USES WHICH BUYER MAY CONDUCT THEREWITH,
(D) THE COMPLIANCE OF OR BY
THE
PURCHASED ASSETS
(OR ANY PORTION THEREOF) OR
ITS USE WITH ANY LAWS, RULES,
ORDINANCES OR REGULATIONS OF ANY APPLICABLE
GOVERNMENTAL AUTHORITY OR BODY, (E) THE MERCHANTABILITY, MARKETABILITY,
PROFITABILITY
OR
FITNESS
FOR A PARTICULAR
PURPOSE
OF THE PURCHASED ASSETS
(OR ANY PORTION THEREOF), (F) THE MANNER
OR
QUALITY
OF THE OPERATIONSENABLED
BY THE PURCHASED ASSETS (OR ANY PORTION THEREOF), (G) THE MANNER, QUALITY, OR
STATE OF THE PURCHASED ASSETS (OR
ANY
PORTION
THEREOF),
(H) THE PAST,
PRESENT OR FUTURE USE OF
THE
PURCHASED ASSETS (OR ANY PORTION THEREOF), (I)
THE RELIABILITY, ACCURACY
OR
COMPLETENESS
OF
ANY OF THE PURCHASED ASSETS FOR
THE USES INTENDED BY BUYER; AND BUYER
HEREBY
WAIVES
ANY
RIGHT
TO
MAKE ANY
CLAIM BASED ON ANY OF THE FOREGOING.
ARTICLE VI
ADDITIONAL AGREEMENTS OF THE PARTIES
Section 6.1 Commercially Reasonable Efforts.
(a)
Upon the terms and subject to the conditions hereof, each of the Parties agrees
to use its commercially reasonable efforts to take, or cause to be taken, all
actions and to do, or cause to be done, all things necessary, proper or
advisable to consummate and make effective as promptly as practicable the
Transactions and to vest in Buyer (and any transferee of Buyer) good and
marketable title to the Purchased Assets, including obtaining all consents,
waivers, authorizations and approvals from Governmental Authorities and other
third parties required for the consummation of the Transactions.
(b)
From time to time after the Closing, at the