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<br /> any time against Seller for a breach of any representation or warranty, whether known or unknown , with
<br /> respect to which a Claim Notice has not been delivered to Seller on or prior to the applicable date set forth
<br /> in Section 7 .6 (Survival of Representations and Warranties) shall not be valid or effective, and Seller shall
<br /> have no liability with respect thereto.
<br /> 7 .9. Definition of Claim and Claim Notice.
<br /> For purposes of this Agreement, the terms "Claim( s)" and "Claim Notice" shall have the
<br /> following meanings :
<br /> 7.9 . 1 . "Claim(s)" shall mean any and all claims, allegations, suits , actions, proceedings,
<br /> investigations, demands, claims, liabilities, fines , penalties, liens, judgments, losses, injuries, damages,
<br /> expenses or costs , including reasonable attorneys' and experts' fees and costs and investigation and
<br /> remediation costs arising out of or incurred in connection with this Agreement or the Property ; and
<br /> 7 .9. 2. "Claim Notice" shall mean a notice delivered in accordance with the notice
<br /> provisions set forth in Section 11 . 3 (Notices) by Purchaser to Seller setting forth (i) the identity of the
<br /> Property with respect to which a breach or inaccuracy of a representation or warranty or any other term or
<br /> provision is alleged to have occurred, (ii) a reasonably detailed description of the claimed breach or
<br /> inaccuracy, including reasonably detailed information as to the adverse effect on the value of the Property
<br /> or Property to which such claimed breach relates, (iii) the specific provision of this Agreement under
<br /> which such breach is claimed, (iv) reasonably detailed evidence of the satisfaction of the conditions to the
<br /> claiming party's recovery set forth in this Article 7, and (v) otherwise in accordance with applicable law .
<br /> 7. 10. Sale "AS-IS".
<br /> PURCHASER ACKNOWLEDGES THAT THE SALE AND CONVEYANCE OF THE
<br /> PROPERTY IS SPECIFICALLY MADE "AS-IS" AND "WHERE-IS , " WITHOUT ANY
<br /> REPRESENTATIONS OR WARRANTIES EXPRESS OR IMPLIED (EXCEPT FOR THE EXPRESS
<br /> REPRESENTATIONS AND WARRANTIES SET FORTH IN SECTION 7. 1 [ SELLER' S
<br /> REPRESENTATIONS AND WARRANTIES] OF THIS AGREEMENT), INCLUDING, WITHOUT
<br /> LIMITATION, IMPLIED WARRANTIES OF FITNESS FOR ANY PARTICULAR PURPOSE OR
<br /> MERCHANTABILITY OR ANY OTHER WARRANTIES WHATSOEVER CONTAINED IN OR
<br /> CREATED BY APPLICABLE LAW OR OTHERWISE. WITHOUT LIMITING THE GENERALITY
<br /> OF THE FOREGOING, NEITHER SELLER NOR ANY OF ITS AGENTS HAVE MADE, AND
<br /> SPECIFICALLY NEGATE AND DISCLAIM, ANY REPRESENTATIONS, WARRANTIES,
<br /> PROMISES, COVENANTS , AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER,
<br /> WHATSOEVER , WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, OF, AS TO,
<br /> CONCERNING, OR WITH RESPECT TO (i ) THE VALUE, NATURE, QUALITY OR CONDITION
<br /> OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, THE PHYSICAL COMPONENTS OR
<br /> CONDITION OF THE IMPROVEMENTS OR THE WATER, SOIL AND GEOLOGY OF THE LAND,
<br /> (ii) THE SUITABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES
<br /> WHICH MAY BE CONDUCTED THEREON, (iii) THE COMPLIANCE OF OR BY THE PROPERTY
<br /> WITH ANY LAWS, RULES , ORDINANCES OR REGULATIONS OF ANY APPLICABLE
<br /> GOVERNMENTAL AUTHORITY, (iv) THE HABITABILITY, MERCHANTABILITY,
<br /> MARKETABILITY, ECONOMIC VIABILITY, PROFITABILITY OR FITNESS FOR A
<br /> PARTICULAR PURPOSE OF THE PROPERTY, OR (v) ANY OTHER MATTER WITH RESPECT
<br /> TO THE PROPERTY, AND SPECIFICALLY, THAT NEITHER SELLER NOR ANY OF ITS
<br /> AGENTS HAVE MADE, AND SPECIFICALLY NEGATE AND DISCLAIM, ANY
<br /> REPRESENTATIONS OR WARRANTIES REGARDING COMPLIANCE OF THE PROPERTY
<br /> WITH ANY ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE LAWS, RULES,
<br /> REGULATIONS, ORDERS OR REQUIREMENTS, INCLUDING WITHOUT LIMITATION, THOSE
<br /> January 8, 2008 10
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