Purchase And Sale Agreement Form Page 3
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23CONTRACTORS TO SELECT OR FURNISH THE PROPERTY FOR ANY
PARTICULAR PURPOSE, AND THAT THE SELLER MAKES NO WARRANTY THAT
THE PROPERTY IS FIT FOR ANY PARTICULAR PURPOSE. THE PURCHASER
ACKNOWLEDGES THAT IT SHALL USE ITS INDEPENDENT JUDGMENT AND
MAKE ITS OWN DETERMINATION AS TO THE SCOPE AND BREADTH OF ITS
DUE DILIGENCE INVESTIGATION WHICH IT SHALL MAKE RELATIVE TO THE
PROPERTY AND SHALL RELY UPON ITS OWN INVESTIGATION OF THE
PHYSICAL, ENVIRONMENTAL, ECONOMIC AND LEGAL CONDITION OF THE
PROPERTY (INCLUDING, WITHOUT LIMITATION, WHETHER THE PROPERTY IS
LOCATED IN ANY AREA WHICH IS DESIGNATED AS A SPECIAL FLOOD HAZARD
AREA, DAM FAILURE INUNDATION AREA, EARTHQUAKE FAULT ZONE, SEISMIC
HAZARD ZONE, HIGH FIRE SEVERITY AREA OR WILDLAND FIRE AREA, BY ANY
FEDERAL, STATE OR LOCAL AGENCY). THE PURCHASER UNDERTAKES AND
ASSUMES ALL RISKS ASSOCIATED WITH ALL MATTERS PERTAINING TO THE
PROPERTY'S LOCATION IN ANY AREA DESIGNATED AS A SPECIAL FLOOD
HAZARD AREA, DAM FAILURE INUNDATION AREA, EARTHQUAKE FAULT ZONE,
SEISMIC HAZARD ZONE, HIGH FIRE SEVERITY AREA OR WILDLAND FIRE AREA,
BY ANY FEDERAL, STATE OR LOCAL AGENCY.
(b)
Survival.
The terms and conditions of this Section 1.3 shall
expressly survive the Closing Date (as defined in Section 3.3). The Seller is not liable
or bound in any manner by any oral or written statements, representations or
information pertaining to the Property furnished by any contractor, agent, employee,
servant or other person. The Purchaser acknowledges that the purchase price pursuant
to this Agreement reflects the "as is" nature of this conveyance and any faults, liabilities,
defects or other adverse matters that may be associated with the Property.
The
Purchaser has fully reviewed the disclaimers and waivers set forth in this Agreement
with the Purchaser's counsel and understands the significance and effect thereof.
(c)
Acknowledgment. The Purchaser acknowledges and agrees that:
(1) to the extent required to be operative, the disclaimers of warranties contained in this
Section 1.3 are "conspicuous" disclaimers for purposes of all applicable laws and other
legal requirements; (2) the disclaimers and other agreements set forth in such sections
are an integral part of this Agreement; and (3) the Purchase Price reflects the same and
the Seller would not have agreed to convey the Property to the Purchaser pursuant to
this Agreement without the disclaimers and other agreements set forth in this Section.
(d)
Purchaser's Release of the Seller. The Purchaser, on behalf of
itself and anyone claiming by, through or under the Purchaser hereby waives its right to
recover from and fully and irrevocably releases the Seller, the Seller's governing board
members, employees, officers, directors, representatives, and agents (the "Released
Parties") from any and all claims, responsibility and/or liability that the Purchaser may
have or hereafter acquire against any of the Released Parties for any costs, loss,
liability, damage, expenses, demand, action or cause of action arising from or related to:
(1) the condition, valuation, salability or utility of the Property, or its suitability for any
purpose whatsoever; (2) any presence of hazardous materials, and (3) any information
furnished by the Released Parties under or in connection with this Agreement.
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