MADE BY
SELLER AFTER THE EFFECTIVE DATE IN CONNECTION WITH THIS AGREEMENT, INCLUDING,
WITHOUT LIMITATION, THOSE DOCUMENTS LISTED IN PARAGRAPH 5.2 HEREOF, ALL OF
SELLER'S AND SELLER'S REPRESENTATIVES' STATEMENTS WHENEVER MADE, ARE MADE ONLY
AS AN ACCOMMODATION TO BUYER AND ARE NOT INTENDED TO BE RELIED OR ACTED UPON IN
ANY MANNER BY BUYER.
ALL DOCUMENTS, RECORDS, AGREEMENTS, WRITINGS, STATISTICAL
AND FINANCIAL INFORMATION AND ALL OTHER INFORMATION (COLLECTIVELY, "DOCUMENTS")
WHICH HAVE BEEN GIVEN TO BUYER BY SELLER, OR SELLER'S REPRESENTATIVES, HAVE BEEN
DELIVERED AS AN ACCOMMODATION TO BUYER AND WITHOUT ANY REPRESENTATION OR
WARRANTY (EXCEPT AS SPECIFICALLY PROVIDED ABOVE) AS TO THE SUFFICIENCY,
ACCURACY, COMPLETENESS, VALIDITY, TRUTHFULNESS, ENFORCEABILITY, OR ASSIGNABILITY
OF ANY OF THE DOCUMENTS, ALL OF WHICH BUYER RELIES ON AT ITS
18
OWN RISK.
BUYER ACKNOWLEDGES THAT NEITHER SELLER NOR SELLER'S REPRESENTATIVES
HAVE MADE ANY REPRESENTATION REGARDING THE AVAILABILITY OF, OR AMOUNT OF, ANY
FEE, ASSESSMENT, OR COST RELATING TO THE DEVELOPMENT, CONSTRUCTION, MAPPING,
ACCESS, OCCUPANCY OR OWNERSHIP OF THE PROPERTY.
SELLER AND BUYER ACKNOWLEDGE
AND AGREE THAT THE TERMS OF THIS PARAGRAPH 9.2(B) SHALL SURVIVE THE CLOSING.
(C)
SELLER'S RESPONSIBILITY.
BUYER REPRESENTS AND COVENANTS THAT
SELLER SHALL NOT HAVE ANY LIABILITY, OBLIGATION OR RESPONSIBILITY OF ANY KIND
WITH RESPECT TO THE FOLLOWING:
(I)
THE CONTENT OR ACCURACY OF ANY REPORT,
OPINION OR CONCLUSION OF ANY SOILS OR ENVIRONMENTAL EXPERTS OR OTHER ENGINEER OR
OTHER PERSON OR ENTITY WHO HAS EXAMINED THE PROPERTY;
(II)
THE CONTENT OR ACCURACY OF ANY INFORMATION
RELEASED TO BUYER BY AN ENGINEER OR PLANNED IN CONNECTION WITH THE DEVELOPMENT
OF THE PROPERTY;
(III)
EXCEPT AS OTHERWISE CONTAINED IN A
REPRESENTATION OR WARRANTY OF SELLER CONTAINED IN PARAGRAPH 9.1, ANY OF THE
ITEMS DELIVERED TO BUYER IN CONNECTION WITH BUYER'S REVIEW OF THE CONDITION OF
THE PROPERTY; AND
(IV)
THE CONTENT OR ACCURACY OF ANY OTHER COST,
PROJECTION, FINANCIAL OR MARKETING ANALYSIS OR OTHER INFORMATION GIVEN TO BUYER
BY SELLER OR SELLER'S REPRESENTATIVES OR REVIEWED BY BUYER WITH RESPECT TO THE
PROPERTY.
(D)
TRUTH OF REPRESENTATIONS.
THE REPRESENTATIONS AND WARRANTIES OF
BUYER SET FORTH IN THIS AGREEMENT SHALL BE TRUE ON AND AS OF THE CLOSE OF ESCROW
AS IF THOSE REPRESENTATIONS AND WARRANTIES WERE MADE ON AND AS OF SUCH TIME.
10.
ENTRY ON PROPERTY.
10.1
LICENSE TO ENTER FOR INVESTIGATION.
UNTIL THE CLOSE OF ESCROW OR
THIS AGREEMENT IS TERMINATED, BUYER AND BUYER'S EMPLOYEES AND AGENTS SHALL HAVE
A LIMITED LICENSE TO ENTER UPON THE PROPERTY, DURING USUAL BUSINESS HOURS, AFTER
RECEIPT BY SELLER OR SELLER'S PROPERTY MANAGER DURING NORMAL BUSINESS HOURS OF
TWENTY-FOUR (24) HOURS ADVANCE NOTICE OF ITS INTENTION TO ENTER THE PROPERTY
(THE "LICENSE") SO LONG AS THE ACTIVITIES DO NOT DAMAGE THE PROPERTY OR INVOLVE
ANY INVASIVE TESTING AND SUBJECT TO ANY RIGHTS OF TENANTS UNDER THE LEASES.
AFTER ANY ENTRY, BUYER SHALL PROMPTLY RESTORE THE PROPERTY TO THE PROPERTY'S
CONDITION BEFORE BUYER ENTERED ON THE PROPERTY.
BUYER SHALL NOT ALLOW ANY
DANGEROUS OR HAZARDOUS CONDITION TO BE CREATED ON OR ARISE FROM BUYER'S
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ENTRY