to
be done or step taken pursuant to this Agreement, the date that is the reference
date in calculating such period shall be excluded. If the last day of such
period is a non-business day, the period in question shall end on the next
succeeding business day.
18.
Entire Agreement. This Agreement constitutes the sole and entire
agreement among the parties hereto and no modification of this Agreement shall
be binding unless in writing and signed by all parties hereto. No prior
agreement or understanding pertaining to the subject matter hereof (including,
without limitation, any letter of intent executed prior to this Agreement) shall
be valid or of any force or effect from and after the date hereof.
16
19.
Severability. If any provision of this Agreement, or the application
thereof to any person or circumstance, shall be invalid or unenforceable, at any
time or to any extent, then the remainder of this Agreement, or the application
of such provision to persons or circumstances other than those as to which it is
invalid or unenforceable, shall not be affected thereby. Each provision of this
Agreement shall be valid and enforced to the fullest extent permitted by law.
20.
No Representations or Warranties. BUYER HEREBY ACKNOWLEDGES, UNDERSTANDS
AND AGREES THAT IT HAS AN OPPORTUNITY TO INSPECT THE PROPERTY AS SET FORTH IN
SECTION 6 HEREIN, AND EXCEPT AS SET FORTH IN THIS AGREEMENT, THE PROPERTY SHALL
BE CONVEYED AT CLOSING TO BUYER IN "AS-IS" CONDITION WITH NO REPRESENTATION OR
WARRANTIES 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 PROPERTY, INCLUDING, WITHOUT LIMITATION, THE
WATER, SOIL AND GEOLOGY, (B) THE INCOME TO BE DERIVED FROM THE PROPERTY, (C) THE
SUITABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH BUYER,
BUYER'S AFFILIATES OR ANY PERSON MAY CONDUCT THEREON, (D) THE COMPLIANCE OF OR
BY THE PROPERTY OR ITS OPERATIONS WITH ANY LAWS, RULES, ORDINANCES OR
REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, (E) THE
HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A
PARTICULAR PURPOSE OF THE PROPERTY, (F) THE MANNER OR QUALITY OF THE
CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED INTO THE PROPERTY, (G) THE
MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE PROPERTY, OR (H)
COMPLIANCE WITH ANY ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE LAWS, RULES,
REGULATIONS, ORDERS OR REQUIREMENTS, INCLUDING THE EXISTENCE IN OR ON THE
PROPERTY OF HAZARDOUS MATERIALS OR (I) ANY OTHER MATTER WITH RESPECT TO THE
PROPERTY. IT IS UNDERSTOOD AND AGREED THAT THE PURCHASE PRICE HAS BEEN
DETERMINED THROUGH NEGOTIATION TO REFLECT THAT THE PROPERTY IS BEING SOLD BY
SELLER AND PURCHASED BY BUYER IN THE FOREGOING CONDITION.
EFFECTIVE AS OF THE CLOSING AND EXCEPT AS SPECIFICALLY SET FORTH IN THIS
AGREEMENT, BUYER AND/OR BUYER'S ASSIGNEE SHALL BE DEEMED TO HAVE RELEASED SELLER
AND ALL SELLER RELATED PARTIES FROM ANY AND ALL CLAIMS WHICH BUYER OR ANY AGENT,