SUBJECT MATTER HEREOF AND
SUPERSEDES ANY PRIOR OR CONTEMPORANEOUS ORAL OR WRITTEN REPRESENTATIONS,
STATEMENTS, DOCUMENTS OR UNDERSTANDINGS. PURCHASER FURTHER ACKNOWLEDGES THAT,
EXCEPT AS SET FORTH HEREIN OR THE CONVEYANCE DOCUMENTS (I) NEITHER SELLER, NOR
ANY PRINCIPAL, AGENT, ATTORNEY, EMPLOYEE, BROKER OR OTHER REPRESENTATIVE OF
SELLER HAS MADE ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER
REGARDING THE PROPERTY, EITHER EXPRESS OR IMPLIED, AND (II) THAT PURCHASER IS
NOT RELYING ON ANY WARRANTY, REPRESENTATION OR COVENANT, EXPRESS OR IMPLIED,
WITH RESPECT TO THE PROPERTY, EXCEPT AS SET FORTH IN THIS AGREEMENT OR THE
CONVEYANCE DOCUMENTS, AND AGREES THAT PURCHASER IS ACQUIRING THE PROPERTY IN
WHOLLY AN "AS-IS" CONDITION WITH ALL FAULTS AND WAIVES ALL CONTRARY RIGHTS AND
REMEDIES AVAILABLE TO IT UNDER STATE AND FEDERAL LAW. EXCEPT AS SET FORTH IN
THIS AGREEMENT SELLER MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE
USE AND CONDITION OF THE PROPERTY, INCLUDING THE CONDITION OF THE SOILS OR
GROUNDWATERS OF THE PROPERTY AND THE PRESENCE OR ABSENCE OF HAZARDOUS MATERIALS
ON OR UNDER THE PROPERTY OR ITS COMPLIANCE WITH APPLICABLE STATUTES, LAWS,
CODES, ORDINANCES, REGULATIONS OR REQUIREMENTS RELATING TO LEASING, ZONING,
SUBDIVISION, PLANNING, BUILDING, FIRE, SAFETY, HEALTH OR ENVIRONMENTAL MATTERS
OR ITS COMPLIANCE WITH COVENANTS, CONDITIONS AND RESTRICTIONS (WHETHER OR NOT OF
RECORD) OR OTHER LOCAL, MUNICIPAL, REGIONAL, STATE OR FEDERAL REQUIREMENTS, OR
OTHER STATUTES, LAWS, CODES, ORDINANCES, REGULATIONS OR REQUIREMENTS.
20. Remedies.
(a) IF ANY WARRANTY OR REPRESENTATION OF PURCHASER MADE HEREIN (AS MAY HAVE BEEN
MODIFIED BY ANY FACTS AND CIRCUMSTANCES THAT CHANGE BETWEEN THE EFFECTIVE DATE
AND THE CLOSING DATE AND WHICH ARE DISCLOSED IN WRITING TO OR DISCOVERED BY
SELLER) SHALL PROVE UNTRUE IN ANY MATERIAL RESPECT OR IF PURCHASER SHALL FAIL TO
PERFORM ANY OF ITS OBLIGATIONS UNDER THIS AGREEMENT ON OR PRIOR TO THE DATE FOR
PERFORMANCE PROVIDED HEREIN, THEN SELLER SHALL GIVE PURCHASER NOTICE THEREOF AND
A PERIOD OF FIVE (5) BUSINESS DAYS AFTER SUCH NOTICE TO CURE AND IF PURCHASER
DOES NOT CURE WITHIN SAID PERIOD THEN SELLER'S SOLE AND EXCLUSIVE REMEDY SHALL
BE TO ELECT TO TERMINATE THIS AGREEMENT BY GIVING NOTICE OF SUCH TERMINATION TO
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PURCHASER AND ESCROW AGENT, WHEREUPON THIS AGREEMENT WILL BE TERMINATED, ESCROW
AGENT SHALL PAY THE DEPOSIT TO SELLER, AND NEITHER PARTY SHALL HAVE ANY FURTHER
RIGHTS OR OBLIGATIONS UNDER THIS AGREEMENT EXCEPT AS EXPRESSLY PROVIDED HEREIN.
PURCHASER AND SELLER AGREE THAT IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT
TO ESTIMATE THE DAMAGES THAT SELLER MAY SUFFER. THEREFORE, PURCHASER AND SELLER
AGREE THAT A REASONABLE ESTIMATE OF THE TOTAL NET DETRIMENT THAT SELLER WOULD
SUFFER IN THE EVENT THAT PURCHASER DEFAULTS AND FAILS TO COMPLETE THE PURCHASE
OF THE PROPERTY IS THE VALUE OF THE DEPOSIT AND SELLER'S SOLE AND EXCLUSIVE
REMEDY (WHETHER AT LAW OR IN EQUITY), IS AND SHALL BE RETENTION OF THE DEPOSIT.
THIS AMOUNT WILL BE THE FULL, AGREED AND LIQUIDATED DAMAGES FOR ANY BREACH OF
THIS AGREEMENT BY PURCHASER. THE PAYMENT OF THIS AMOUNT AS LIQUIDATED DAMAGES IS
NOT INTENDED AS A