that
Seller shall have the right to extend the Closing Date from time to time, for no
longer than ninety (90) days in the aggregate, to enable Seller to complete such
cure.
(b)
Subject to the provisions of clauses (a) and (c) of this Section
5.2, provided such material change is not the result of the willful conduct of
Seller, Purchaser's exclusive remedy in the event there is a material change in
the representations and warranties shall be the termination of this Agreement.
If Purchaser desires to terminate this Agreement due to a material change in any
representation or warranty, Purchaser shall notify Seller (i) within ten (10)
days after receipt of a
11
notice from Seller advising that Seller will not cure such material change, or
(ii) if Seller has previously notified Purchaser that it intends to cure such
material change, within ten (10) days after the earlier to occur of (A) Seller's
notification to Purchaser that it is unable to complete such cure, or (B) the
expiration of the ninety (90) day period set forth in Section 5.2(a) if Seller
has failed to complete such cure within such time period, whereupon, except as
expressly provided herein, this Agreement and all rights and obligations of the
respective parties hereunder shall be null and void.
If Purchaser does not
terminate this Agreement within the time period set forth above, Purchaser shall
be deemed to have accepted such condition.
(c)
In the event any of the representations and warranties of Seller
shall be determined to be untrue as a result of, directly or indirectly,
Purchaser's due diligence investigation (or that of any of Purchaser's agents,
employees or consultants), and/or the information learned as a result thereof,
then, if Purchaser does not terminate this Agreement pursuant to clause (b)
above, such change shall be incorporated and become part of the applicable
representation or warranty so as to make same a true statement, the parties
understanding that the Property is being sold "AS IS".
5.3
Limitation on Seller's Representations, Warranties, Covenants and
Agreements.
PURCHASER ACKNOWLEDGES AND AGREES THAT, EXCEPT AS EXPRESSLY SET
FORTH IN THIS AGREEMENT, NEITHER SELLER, NOR ANY AGENT OR REPRESENTATIVE OF
SELLER HAS MADE, AND SELLER IS NOT LIABLE OR RESPONSIBLE FOR OR BOUND IN ANY
MANNER BY, ANY EXPRESS OR IMPLIED REPRESENTATIONS, WARRANTIES, COVENANTS,
AGREEMENTS, OBLIGATIONS, GUARANTEES, STATEMENTS, INFORMATION OR INDUCEMENTS
PERTAINING TO THE PROPERTY OR ANY PART THEREOF, TITLE TO THE PROPERTY, THE
PHYSICAL CONDITION THEREOF, THE FITNESS AND QUALITY THEREOF, THE VALUE AND
PROFITABILITY THEREOF, OR ANY OTHER MATTER OR THING WHATSOEVER WITH RESPECT
THERETO.
PURCHASER ACKNOWLEDGES, AGREES, REPRESENTS AND WARRANTS THAT AS OF THE
CLOSING DATE IT WILL HAVE HAD SUCH ACCESS TO THE PROPERTY AND SUCH OTHER MATTERS
AND TO INFORMATION AND DATA RELATING TO ALL OF SAME AS PURCHASER HAS CONSIDERED
NECESSARY, PRUDENT, APPROPRIATE AND/OR DESIRABLE FOR THE PURPOSES OF THIS
TRANSACTION AND, WITHOUT LIMITING THE FOREGOING, THAT PURCHASER AND ITS AGENTS
AND REPRESENTATIVES AS OF THE CLOSING DATE WILL HAVE HAD THE