THIS CONTRACT.
PURCHASER HEREBY RELEASES
SELLER FROM ANY AND ALL CLAIMS AND LIABILITIES RELATING TO THE FOREGOING
MATTERS. THE PROVISIONS OF THIS SECTION 6.2 SHALL SURVIVE THE CLOSING AND
DELIVERY OF THE DEED TO PURCHASER.
NOTWITHSTANDING THE FOREGOING, NOTHING IN
THIS SECTION 6.2 SHALL LIMIT OR IMPAIR SELLER'S REPRESENTATIONS OR SELLER'S
COVENANTS SET FORTH IN THIS CONTRACT.
6.3
SURVIVAL OF SELLER'S REPRESENTATIONS.
SELLER AND PURCHASER
AGREE THAT SELLER'S REPRESENTATIONS SHALL SURVIVE CLOSING FOR A PERIOD OF 9
MONTHS (THE "SURVIVAL PERIOD").
SELLER SHALL HAVE NO LIABILITY AFTER THE
SURVIVAL PERIOD WITH RESPECT TO ANY OF SELLER'S REPRESENTATIONS CONTAINED HEREIN
EXCEPT TO THE EXTENT THAT PURCHASER HAS REQUESTED ARBITRATION AGAINST SELLER
DURING THE SURVIVAL PERIOD FOR BREACH OF ANY OF SELLER'S REPRESENTATIONS.
FURTHER, THE LIABILITY FOR SELLER FOR BREACH OF ITS SELLER'S REPRESENTATIONS
SHALL BE LIMITED TO, AND CAPPED AT, $250,000.
SUCH CAP ON LIABILITY SHALL APPLY
FOR ANY INDIVIDUAL BREACH OR IN THE AGGREGATE FOR ALL BREACHES OF SELLER'S
REPRESENTATIONS WITH RESPECT TO THE PROPERTY.
PURCHASER SHALL NOT BE ENTITLED
TO BRING ANY CLAIM FOR A BREACH OF SELLER'S REPRESENTATIONS UNLESS THE CLAIM FOR
DAMAGES (EITHER IN THE AGGREGATE OR AS TO ANY INDIVIDUAL CLAIM) BY PURCHASER FOR
THE PROPERTY EXCEEDS $5,000.
IN THE EVENT THAT SELLER BREACHES ANY
REPRESENTATION CONTAINED IN SECTION 6.1 AND PURCHASER HAD KNOWLEDGE OF SUCH
BREACH PRIOR TO THE CLOSING DATE, PURCHASER SHALL BE DEEMED TO HAVE WAIVED ANY
RIGHT OF RECOVERY, AND SELLER SHALL NOT HAVE ANY LIABILITY IN CONNECTION
THEREWITH.
6.4
DEFINITION OF SELLER'S KNOWLEDGE.
ANY REPRESENTATIONS AND
WARRANTIES MADE "TO THE KNOWLEDGE OF SELLER" SHALL NOT BE DEEMED TO IMPLY ANY
DUTY OF INQUIRY.
FOR PURPOSES OF THIS CONTRACT, THE TERM SELLER'S "KNOWLEDGE"
SHALL MEAN AND REFER ONLY TO ACTUAL KNOWLEDGE OF THE REGIONAL PROPERTY MANAGER
OF SELLER AND SHALL NOT BE CONSTRUED TO REFER TO THE KNOWLEDGE OF ANY OTHER
PARTNER, OFFICER, DIRECTOR, AGENT, EMPLOYEE OR REPRESENTATIVE OF SELLER, OR ANY
AFFILIATE OF SELLER, OR TO IMPOSE UPON SUCH REGIONAL PROPERTY MANAGER ANY DUTY
TO INVESTIGATE THE MATTER TO WHICH SUCH ACTUAL KNOWLEDGE OR THE ABSENCE THEREOF
PERTAINS, OR TO IMPOSE UPON SUCH REGIONAL PROPERTY MANAGER ANY INDIVIDUAL
PERSONAL LIABILITY.
6.5
REPRESENTATIONS AND WARRANTIES OF PURCHASER.
FOR THE PURPOSE
OF INDUCING SELLER TO ENTER INTO THIS CONTRACT AND TO CONSUMMATE THE SALE AND
PURCHASE OF THE PROPERTY IN ACCORDANCE HEREWITH, PURCHASER REPRESENTS AND
WARRANTS TO SELLER THE FOLLOWING AS OF THE EFFECTIVE DATE AND AS OF THE CLOSING
DATE:
6.5.1
PURCHASER IS A LIMITED LIABILITY COMPANY DULY ORGANIZED, VALIDLY
EXISTING AND IN GOOD STANDING UNDER THE LAWS OF ILLINOIS.
6.5.2
PURCHASER, ACTING THROUGH ANY OF ITS OR THEIR DULY EMPOWERED AND
AUTHORIZED OFFICERS OR MEMBERS, HAS ALL NECESSARY ENTITY POWER AND AUTHORITY TO
OWN AND USE ITS PROPERTIES AND TO TRANSACT THE BUSINESS IN WHICH IT IS ENGAGED,
AND HAS FULL POWER AND AUTHORITY TO ENTER INTO THIS CONTRACT, TO EXECUTE AND
DELIVER THE DOCUMENTS AND INSTRUMENTS REQUIRED OF PURCHASER HEREIN, AND TO
PERFORM ITS OBLIGATIONS HEREUNDER; AND NO CONSENT OF