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indemnify and hold Seller harmless from and against any and all such taxes and subsequent
<br /> assessments and all interests and penalties thereon.
<br /> F. Upon completion of the Closing, Seller shall deliver to Purchaser possession of the
<br /> Property, subject to the Permitted Encumbrances.
<br /> Section 5. AS-IS S
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<br /> A. EXCEPT AS PROVIDED IN SECTION 7,THE PROPERTY IS BEING
<br /> SOLD AND ACCEPTED AS-IS, WHERE-IS WITH ALL FAULTS. PURCHASER
<br /> ACKNOWLEDGES AND AGREES THAT IT HAS BEEN GIVEN THE OPPORTUNITY
<br /> HEREUNDER TO INSPECT THE PROPERTY AND WITH RESPECT TO ITS ENVIRONMENTAL
<br /> CONDITIONS THAT INSPECTION HAS BEEN LIMITED TO THE EXTENT OF THE PHASE I
<br /> ENVIRONMENTAL ASSESSMENT REPORT ON THE PROPERTY PREPARED BY DELTA
<br /> ENVIRONMENTAL CONSULTANTS,INC.THAT COMPLIES WITH ASTM STANDARDS. EXCEPT
<br /> AS OTHERWISE SET FORTH IN THIS AGREEMENT, INCLUDING SPECIFICALLY THE
<br /> ENVIRONMENTAL DISCLOSURES AND INDEMNIFICATIONS SET FORTH IN SECTION 7, OR
<br /> IN THE DEED,PURCHASER ACKNOWLEDGES AND AGREES THAT SELLER HAS NOT MADE,
<br /> DOES NOT MAKE AND SPECIFICALLY NEGATES AND DISCLAIMS ANY REPRESENTATIONS,
<br /> WARRANTIES,PROMISES,COVENANTS,AGREEMENTS OR GUARANTIES OF ANY KIND OR
<br /> CHARACTER WHATSOEVER,WHETHER EXPRESS OR IMPLIED,ORAL OR WRITTEN,PAST,
<br /> PRESENT OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO (A) THE VALUE,
<br /> NATURE, QUALITY OR CONDITION OF THE PROPERTY,INCLUDING,WITHOUT LIMITATION,
<br /> THE WATER,SOIL AND GEOLOGY,(B)THE SUITABILITY OF THE PROPERTY FOR ANY AND
<br /> ALL ACTIVITIES AND USES WHICH PURCHASER MAY CONDUCT THEREON, (C) THE
<br /> COMPLIANCE OF OR BY THE PROPERTY WITH ANY LAWS, RULES, ORDINANCES OR
<br /> REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, (D) THE
<br /> HABITABILITY,MERCHANTABILITY,MARKETABILITY PROFITABILITY FITNESS FOR A
<br /> PARTICULAR PURPOSE OF THE PROPERTY,(E)AVAILABILITY OF ACCESS, INGRESS OR
<br /> EGRESS, INCOME TO BE DERIVED THEREFROM AND EXPENSES TO BE INCURRED WITH
<br /> RESPECT THERETO, (F) COMPLIANCE WITH ANY ENVIRONMENTAL PROTECTION,
<br /> POLLUTION OR LAND USE LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS,
<br /> INCLUDING THE EXISTENCE IN, ON OR UNDER THE PROPERTY OF HAZARDOUS
<br /> SUBSTANCES. ADDITIONALLY, NO PERSON ACTING ON BEHALF OF SELLER IS
<br /> AUTHORIZED TO MAKE, AND BY EXECUTION HEREOF, PURCHASER ACKNOWLEDGES
<br /> THAT NO PERSON HAS MADE ANY REPRESENTATION, AGREEMENT, STATEMENT,
<br /> WARRANTY, GUARANTY OR PROMISE REGARDING THE PROPERTY OR THE
<br /> TRANSACTION CONTEMPLATED HEREIN;AND NO SUCH REPRESENTATION,WARRANTY,
<br /> AGREEMENT, GUARANTY, STATEMENT OR PROMISE, IF ANY, MADE BY ANY PERSON
<br /> ACTING ON BEHALF OF SELLER SHALL BE VALID OR BINDING UPON SELLER UNLESS
<br /> EXPRESSLY SET FORTH HEREIN; EXCEPTING, HOWEVER,THAT REPRESENTATIONS OR
<br /> STATEMENTS MADE BY OR ON BEHALF OF SELLER TO DELTA ENVIRONMENTAL TO
<br /> COMPLETE THE PHASE I ENVIRONMENTAL ASSESSMENT DESCRIBED IN SECTION
<br /> 4(B)(1)(D),WHICH REPRESENTATIONS OR STATEMENTS ARE REASONABLY BELIEVED BY
<br /> SELLER TO BE TRUE TO THE SELLER'S KNOWLEDGE. PURCHASER FURTHER
<br /> ACKNOWLEDGES THAT SELLER HAS ADVISED PURCHASER TO CONSULT WITH ITS OWN
<br /> PROFESSIONALS AND EXPERTS WITH EXPERIENCE IN EVALUATING THE CONDITION OF
<br /> THE PROPERTY, INCLUDING, WITHOUT LIMITATION, REGARDING THE PRESENCE OF
<br /> HAZARDOUS OR TOXIC SUBSTANCES AND THAT PURCHASER AND SELLER WILL BE
<br /> ADOPTING A PROCEDURE TO INVESTIGATE THE ENVIRONMENTAL CONDITION AT, ON
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