responsible for any compensation owed Broker in connection with this transaction
pursuant to a separate written agreement between Seller and Broker.
Each of
Purchaser and Seller represent and warrant to the other that it has not dealt
with any broker or agent in the negotiation of this transaction other than
Broker.
Each party hereto agrees that if any person or entity makes a claim for
brokerage commissions or finder's fees related to the sale of the Property by
Seller to Purchaser, and such claim is made by, through or on account of any
acts or alleged acts of said party or its representatives, said party will
protect, indemnify, defend and hold the other party free and harmless from and
against any and all losses, liabilities, costs, damages and expenses (including
reasonable attorneys' fees) in connection therewith.
The provisions of this
paragraph shall survive Closing or any termination of this Agreement.
ARTICLE
X
DISCLAIMERS AND WAIVERS
SECTION 10.1. NO RELIANCE ON DOCUMENTS.
EXCEPT AS EXPRESSLY STATED HEREIN OR IN
THE DOCUMENTS EXECUTED AND DELIVERED AT CLOSING, SELLER MAKES NO REPRESENTATION
OR WARRANTY AS TO THE TRUTH, ACCURACY OR COMPLETENESS OF ANY MATERIALS, DATA OR
INFORMATION DELIVERED BY SELLER OR ITS BROKERS OR AGENTS TO PURCHASER IN
CONNECTION WITH THE TRANSACTION CONTEMPLATED HEREBY.
PURCHASER ACKNOWLEDGES AND
AGREES THAT ALL MATERIALS, DATA AND INFORMATION DELIVERED BY SELLER TO PURCHASER
IN CONNECTION WITH THE TRANSACTION CONTEMPLATED HEREBY ARE PROVIDED TO PURCHASER
AS A CONVENIENCE ONLY AND THAT ANY RELIANCE ON OR USE OF SUCH MATERIALS, DATA OR
INFORMATION BY PURCHASER SHALL BE AT THE SOLE RISK OF PURCHASER, EXCEPT AS
OTHERWISE EXPRESSLY PROVIDED HEREIN.
NEITHER SELLER, NOR ANY AFFILIATE OF
SELLER, NOR THE PERSON OR ENTITY WHICH PREPARED ANY REPORT OR REPORTS DELIVERED
BY SELLER TO PURCHASER SHALL HAVE ANY LIABILITY TO PURCHASER FOR ANY INACCURACY
IN OR OMISSION FROM ANY SUCH REPORTS.
SECTION 10.2. AS-IS SALE; DISCLAIMERS.
EXCEPT AS EXPRESSLY SET FORTH IN THIS
AGREEMENT OR IN ANY OF THE DOCUMENTS EXECUTED AND DELIVERED AT CLOSING, IT IS
UNDERSTOOD AND AGREED THAT SELLER IS NOT MAKING AND HAS NOT AT ANY TIME MADE ANY
WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, WITH
RESPECT TO THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OR
REPRESENTATIONS AS TO FITNESS FOR A PARTICULAR PURPOSE. PURCHASER ACKNOWLEDGES
AND AGREES THAT UPON CLOSING SELLER SHALL SELL AND CONVEY TO PURCHASER AND
PURCHASER SHALL ACCEPT THE PROPERTY "AS IS, WHERE IS, WITH ALL FAULTS", EXCEPT
TO THE EXTENT EXPRESSLY PROVIDED OTHERWISE IN THIS AGREEMENT OR IN ANY OTHER
DOCUMENT EXECUTED BY SELLER AND DELIVERED TO PURCHASER AT CLOSING.
PURCHASER
HAS NOT RELIED AND WILL NOT RELY ON, AND SELLER IS NOT LIABLE FOR OR BOUND BY,
ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, STATEMENTS, REPRESENTATIONS OR
INFORMATION PERTAINING TO THE PROPERTY OR RELATING THERETO (INCLUDING
SPECIFICALLY, WITHOUT LIMITATION, OFFERING PACKAGES DISTRIBUTED WITH RESPECT TO
THE PROPERTY) MADE OR FURNISHED BY SELLER, THE MANAGERS OF THE PROPERTY, OR ANY
REAL ESTATE BROKER OR AGENT REPRESENTING OR