thereby. Each provision of this Agreement shall be valid and enforced
to the fullest extent permitted by law
26
21.
No Representations or Warranties. EXCEPT AS EXPRESSLY SET FORTH
IN THIS AGREEMENT OR IN THE DOCUMENTS TO BE DELIVERED BY SELLERS TO BUYER AT
CLOSING, BUYER ACKNOWLEDGES AND AGREES THAT SELLERS HAVE NOT MADE, DO NOT MAKE
AND SPECIFICALLY NEGATE AND DISCLAIM 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) THE VALUE, NATURE, QUALITY OR CONDITION OF THE
PROPERTIES, INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL AND GEOLOGY, (B) THE
INCOME TO BE DERIVED FROM THE PROPERTIES, (C) THE SUITABILITY OF THE PROPERTIES
FOR ANY AND ALL ACTIVITIES AND USES WHICH BUYER OR ANY TENANT MAY CONDUCT
THEREON, (D) THE COMPLIANCE OF OR BY THE PROPERTIES OR THEIR OPERATION 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 PROPERTIES, (F) THE MANNER OR QUALITY OF
THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED INTO THE PROPERTIES, (G) THE
MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE PROPERTIES, OR (H)
COMPLIANCE WITH ANY ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE LAWS, RULES,
REGULATIONS, ORDERS OR REQUIREMENTS, INCLUDING THE EXISTENCE IN OR ON THE
PROPERTIES OF HAZARDOUS MATERIALS OR (I) ANY OTHER MATTER WITH RESPECT TO THE
PROPERTIES; AND BUYER HEREBY WAIVES ANY RIGHT TO MAKE ANY CLAIM BASED ON ANY OF
THE FOREGOING, INCLUDING, WITHOUT LIMITATION, ANY RIGHT TO MAKE ANY CLAIM
AGAINST SELLERS BASED ON THE VIOLATION OF ANY ENVIRONMENTAL LAWS, EXCEPT TO THE
EXTENT SUCH CLAIM ARISES OUT OF ANY REPRESENTATION, WARRANTIES, PROMISE,
COVENANT, AGREEMENT OR GUARANTY EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN THE
DOCUMENTS TO BE DELIVERED BY SELLERS TO BUYER AT CLOSING. ADDITIONALLY, NO
PERSON ACTING ON BEHALF OF SELLERS IS AUTHORIZED TO MAKE, AND BY EXECUTION
HEREOF BUYER ACKNOWLEDGES THAT NO PERSON HAS MADE, ANY REPRESENTATION,
AGREEMENT, STATEMENT, WARRANTY, GUARANTY OR PROMISE REGARDING THE PROPERTIES OR
THE TRANSACTION CONTEMPLATED HEREIN; AND NO SUCH REPRESENTATION, WARRANTY,
AGREEMENT, GUARANTY, STATEMENT OR PROMISE IF ANY, MADE BY ANY PERSON ACTING ON
BEHALF OF SELLERS SHALL BE VALID OR BINDING UPON SELLERS UNLESS EXPRESSLY SET
FORTH IN THIS AGREEMENT. BUYER FURTHER ACKNOWLEDGES AND AGREES THAT HAVING BEEN
GIVEN THE OPPORTUNITY TO INSPECT THE PROPERTIES, BUYER IS RELYING SOLELY ON ITS
OWN INVESTIGATION OF THE PROPERTIES AND NOT ON ANY INFORMATION PROVIDED OR TO BE
PROVIDED BY SELLERS, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN THE
DOCUMENTS TO BE DELIVERED BY SELLERS TO BUYER AT CLOSING, AND AGREES TO ACCEPT
THE PROPERTIES AT THE CLOSING AND WAIVE ALL OBJECTIONS OR CLAIMS AGAINST SELLERS
(INCLUDING, BUT NOT LIMITED TO, ANY RIGHT OR CLAIM OF CONTRIBUTION) ARISING FROM
OR RELATED TO THE PROPERTIES OR TO ANY HAZARDOUS MATERIALS ON THE PROPERTIES,
EXCEPT AS