DATE UPON WHICH A CLEAN ESTOPPEL
CERTIFICATE IS DELIVERED WITH RESPECT TO SUCH LEASE, (Y) WITH RESPECT TO
SELLER'S REPRESENTATIONS MADE IN SECTIONS 8.2(A)(IV), 8.2(A)(V), 8.2(C), 8.2(D),
8.2(Q), 8.2(R), 8.2(S), 8.2(V) AND 8.2(X), THE SURVIVAL PERIOD SHALL BE 3 YEARS
FROM THE CLOSING DATE AND (Z) SELLER'S REPRESENTATION IN SECTION 8.2(N), SHALL
ONLY SURVIVE UNTIL THE DATE THAT IS THE EARLIER OF (I) THE THIRD ANNIVERSARY OF
THE CLOSING AND (II) THE DATE UPON WHICH A CLEAN LENDER ESTOPPELS IS DELIVERED
TO PURCHASER.
8.6
NO REPRESENTATIONS.
(A)
PURCHASER
SPECIFICALLY ACKNOWLEDGES AND AGREES THAT (I) EXCEPT AS SET FORTH HEREIN OR IN
ANY OTHER DOCUMENT DELIVERED PURSUANT HERETO, SELLER IS CONTRIBUTING THE
TRANSFERRED INTERESTS AND THE PROPERTY "AS IS, WHERE IS AND WITH ALL FAULTS" AND
(II) EXCEPT AS EXPRESSLY SET FORTH HEREIN AND ANY OTHER DOCUMENT DELIVERED
PURSUANT HERETO, AS APPLICABLE, NONE OF THE PURCHASER OR ANY OF ITS AFFILIATES
OR ANY OTHER PERSON IS RELYING ON ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND
WHATSOEVER, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE,
FROM EITHER SELLER OR ANY DIRECT OR INDIRECT PARTNER, OFFICER, DIRECTOR,
TRUSTEE, MEMBER, EMPLOYEE, AFFILIATE, ATTORNEY, AGENT OR BROKER OF EITHER
SELLER, AS TO ANY MATTER CONCERNING THE PROPERTY OR SET FORTH, CONTAINED OR
ADDRESSED IN ANY DUE DILIGENCE MATERIALS (INCLUDING, WITHOUT LIMITATION, THE
COMPLETENESS THEREOF), INCLUDING, WITHOUT LIMITATION: (I) THE QUALITY, NATURE,
HABITABILITY, MERCHANTABILITY, USE, OPERATION, VALUE, MARKETABILITY, ADEQUACY OR
PHYSICAL CONDITION OF THE PROPERTIES OR ANY ASPECT OR PORTION THEREOF,
INCLUDING, WITHOUT LIMITATION, STRUCTURAL ELEMENTS, FOUNDATION, ROOF,
APPURTENANCES, ACCESS, LANDSCAPING, PARKING FACILITIES, ELECTRICAL, MECHANICAL,
HVAC, PLUMBING, SEWAGE, WATER AND UTILITY SYSTEMS, FACILITIES AND APPLIANCES,
SOILS, GEOLOGY AND GROUNDWATER, (II) THE DIMENSIONS OR LOT SIZE OF THE
PROPERTIES OR THE SQUARE FOOTAGE OF ANY OF THE IMPROVEMENTS THEREON OR OF ANY
TENANT SPACE THEREIN, (III) THE DEVELOPMENT OR INCOME POTENTIAL, OR RIGHTS OF OR
RELATING TO, THE PROPERTIES, OR THE FITNESS, SUITABILITY, VALUE OR ADEQUACY OF A
PROPERTY FOR ANY PARTICULAR PURPOSE, (IV) THE ZONING OR OTHER LEGAL STATUS OF
ANY PROPERTY, (V) THE COMPLIANCE OF ANY PROPERTY OR ITS OPERATION WITH ANY
APPLICABLE CODES, LAWS, REGULATIONS, STATUTES, ORDINANCES, COVENANTS, CONDITIONS
AND RESTRICTIONS OF ANY GOVERNMENTAL AUTHORITY OR OF ANY OTHER PERSON OR ENTITY
(INCLUDING, WITHOUT LIMITATION, THE AMERICANS WITH DISABILITIES ACT OF 1990, AS
AMENDED), (VI) THE ABILITY OF PURCHASER OR ANY OF ITS AFFILIATES TO OBTAIN ANY
NECESSARY GOVERNMENTAL APPROVALS, LICENSES OR PERMITS FOR THE USE OR DEVELOPMENT
OF ANY PROPERTY, (VII) THE PRESENCE, ABSENCE, CONDITION OR COMPLIANCE OF ANY
HAZARDOUS MATERIALS ON, IN, UNDER, ABOVE OR ABOUT ANY PROPERTY OR ANY ADJOINING
OR NEIGHBORING PROPERTY, (VIII) THE QUALITY OF ANY LABOR AND MATERIALS USED IN
ANY IMPROVEMENTS AT ANY PROPERTY, OR (IX) THE ECONOMICS OF, OR THE INCOME AND
EXPENSES, REVENUE OR EXPENSE PROJECTIONS OR OTHER FINANCIAL MATTERS, RELATING TO
THE OPERATION OF, ANY PROPERTY.
WITHOUT LIMITING THE GENERALITY OF THE
FOREGOING, PURCHASER EXPRESSLY ACKNOWLEDGES AND AGREES THAT, EXCEPT AS SET FORTH
HEREIN OR IN ANY OTHER DOCUMENT DELIVERED PURSUANT HERETO,