Purchaser fails to
timely deliver an Approval Notice pursuant to the foregoing, or otherwise elects
prior to the expiration of the Property Approval Period not to proceed for any
reason or no reason, this Agreement shall automatically terminate. Purchaser
shall pay any cancellation fees or charges of Title Company, the Title Company
shall promptly refund the Earnest Money Deposit to Purchaser, and except for
Termination Surviving Obligations, which expressly survive termination of this
Agreement, the parties shall thereafter have no further rights or obligations to
one another under this Agreement. Notwithstanding anything to the contrary
contained herein, including, without limitation, any references to the Property
Approval Period and the Contingency Date, Purchaser acknowledges and agrees that
as of the Effective Date, the Property Approval Period and the Contingency Date
have expired and occurred, as applicable, and Purchaser's execution of this
Agreement shall be deemed to constitute Purchaser's delivery of the Approval
Notice referenced hereinabove for purposes of this Agreement and a waiver of any
right to terminate this Agreement pursuant to this Section 5.4.
Section 5.5
Sale "As Is". THE PROVISIONS OF THIS SECTION 5.5 ARE SUBJECT TO
AND LIMITED BY SECTION 8.1, SECTION 11.1 AND THE OTHER EXPRESS REPRESENTATIONS
AND WARRANTIES OF SELLER SET FORTH HEREIN. THE TRANSACTION CONTEMPLATED BY THIS
AGREEMENT HAS BEEN NEGOTIATED BETWEEN SELLER AND PURCHASER, THIS AGREEMENT
REFLECTS THE MUTUAL AGREEMENT OF SELLER AND PURCHASER, AND PURCHASER HAS
CONDUCTED (OR WILL CONDUCT PRIOR TO THE EXPIRATION OF THE PROPERTY APPROVAL
PERIOD) ITS OWN INDEPENDENT EXAMINATION OF THE COMMON INTEREST, THE OWNERS, AND
THE PROPERTIES. OTHER THAN ANY SPECIFIC MATTERS REPRESENTED IN SECTION 8.1
HEREOF (AS MAY BE LIMITED HEREIN, INCLUDING BY SECTION 16.1 OF THIS AGREEMENT),
BY WHICH ALL OF THE FOLLOWING PROVISIONS OF THIS SECTION 5.5 ARE LIMITED,
PURCHASER HAS NOT RELIED UPON AND WILL NOT RELY UPON, EITHER DIRECTLY OR
INDIRECTLY, ANY REPRESENTATION OR WARRANTY OF SELLER OR ANY OF SELLER'S
AFFILIATES, AGENTS OR REPRESENTATIVES, AND PURCHASER HEREBY ACKNOWLEDGES THAT
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NO SUCH REPRESENTATIONS OR
WARRANTIES HAVE BEEN MADE. SELLER SPECIFICALLY DISCLAIMS, AND NEITHER SELLER NOR
ANY OF SELLER'S AFFILIATES NOR ANY OTHER PERSON IS MAKING, ANY REPRESENTATION,
WARRANTY OR ASSURANCE WHATSOEVER TO PURCHASER AND, EXCEPT AS SET FORTH IN
SECTION 8.1 HEREOF, NO WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER,
EITHER EXPRESS OR IMPLIED, ARE MADE BY SELLER OR RELIED UPON BY PURCHASER WITH
RESPECT TO THE STATUS OF TITLE TO OR THE MAINTENANCE, REPAIR, CONDITION, DESIGN
OR MARKETABILITY OF THE COMMON INTEREST, THE OWNERS, AND THE PROPERTIES, OR ANY
PORTION THEREOF, INCLUDING BUT NOT LIMITED TO (A) ANY IMPLIED OR EXPRESS
WARRANTY OF MERCHANTABILITY, (B) ANY IMPLIED OR EXPRESS WARRANTY OF FITNESS FOR
A PARTICULAR PURPOSE, (C) ANY IMPLIED OR EXPRESS WARRANTY OF CONFORMITY TO
MODELS OR SAMPLES OF MATERIALS, (D) ANY RIGHTS OF
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PURCHASER UNDER APPROPRIATE STATUTES TO CLAIM DIMINUTION OF CONSIDERATION, (E)
ANY CLAIM BY PURCHASER FOR DAMAGES BECAUSE OF DEFECTS, WHETHER KNOWN, OR
UNKNOWN, OR LATENT, WITH RESPECT TO