Closing, whether or not such
obligations are in a written agreement.
14.
DISCLAIMERS; AS IS.
14.(a)
EXCEPT AS EXPRESSLY PROVIDED IN SECTION 13 OR ANY DOCUMENTS TO BE DELIVERED BY
OR ON BEHALF OF SELLER IN CONNECTION WITH THE CLOSING ("CLOSING DOCUMENTS"),
PURCHASER AGREES THAT SELLER IS NOT MAKING, AND HAS NOT AT ANY TIME MADE, ANY
WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EXPRESSED OR IMPLIED,
WITH RESPECT TO THE PROPERTY, THE ACQUIRED INTERESTS OR THE TARGET COMPANIES,
INCLUDING ANY WARRANTIES OR REPRESENTATIONS AS TO HABITABILITY, MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, TITLE, ZONING, TAX CONSEQUENCES, LATENT OR
PATENT PHYSICAL OR ENVIRONMENTAL CONDITION, UTILITIES, OPERATING HISTORY OR
PROJECTIONS, VALUATION, GOVERNMENTAL APPROVALS, THE COMPLIANCE OF THE PROPERTY
WITH GOVERNMENTAL LAWS, THE TRUTH, ACCURACY OR COMPLETENESS OF THE DOCUMENTS OR
ANY OTHER
40
INFORMATION PROVIDED BY OR ON BEHALF OF SELLER TO PURCHASER OR ANY OTHER MATTER
OR THING REGARDING THE PROPERTY, THE ACQUIRED INTERESTS OR THE TARGET COMPANIES.
14.(b)
PURCHASER AGREES THAT UPON THE CLOSING SELLER SHALL TRANSFER THE ACQUIRED
INTERESTS AND AN INDIRECT INTEREST IN THE PROPERTY TO PURCHASER AND PURCHASER
SHALL ACQUIRE THE PROPERTY "AS IS, WHERE IS, WITH ALL FAULTS," EXCEPT TO THE
EXTENT EXPRESSLY PROVIDED IN SECTION 13 OR IN THE CLOSING DOCUMENTS. EXCEPT FOR
THE REPRESENTATIONS AND WARRANTIES PROVIDED HEREIN OR IN THE CLOSING DOCUMENTS,
PURCHASER HAS NOT RELIED AND WILL NOT RELY ON, AND SELLER WILL NOT BE LIABLE FOR
OR BOUND BY ANY EXPRESSED OR IMPLIED WARRANTIES, GUARANTIES, STATEMENTS,
REPRESENTATIONS OR INFORMATION PERTAINING TO THE PROPERTY, THE TARGET COMPANIES,
OR THE ACQUIRED INTERESTS OR RELATING THERETO (INCLUDING THE DUE DILIGENCE
MATERIALS AND INFORMATION PACKAGES DISTRIBUTED WITH RESPECT TO THE PROPERTY,
TARGET COMPANIES, AND/OR ACQUIRED INTERESTS) MADE OR FURNISHED BY SELLER, THE
MANAGER OF THE PROPERTY, THE TARGET COMPANIES, OR ANY REAL ESTATE BROKER OR
AGENT REPRESENTING OR PURPORTING TO REPRESENT THE PROPERTY OWNER, TO WHOMEVER
MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, UNLESS SPECIFICALLY
SET FORTH IN THIS AGREEMENT.
14.(c)
PURCHASER ACKNOWLEDGES THAT PURCHASER HAS CONDUCTED OR WILL HAVE CONDUCTED PRIOR
TO THE CLOSING SUCH INVESTIGATIONS OF THE PROPERTY, INCLUDING THE PHYSICAL AND
ENVIRONMENTAL CONDITIONS THEREOF, AS PURCHASER DEEMS NECESSARY TO SATISFY ITSELF
AS TO THE CONDITION OF THE PROPERTY AND THE EXISTENCE OR NONEXISTENCE OR
CURATIVE ACTION TO BE TAKEN WITH RESPECT TO ANY HAZARDOUS OR TOXIC SUBSTANCES ON
OR DISCHARGED FROM OR POTENTIALLY MIGRATING UPON THE PROPERTY AND WILL RELY
SOLELY UPON THE SAME AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF
SELLER, THE TARGET COMPANIES, OR THEIR AGENTS OR EMPLOYEES WITH RESPECT THERETO,
OTHER THAN THE REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER THAT ARE
EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN THE CLOSING DOCUMENTS. EXCEPT
AS EXPRESSLY PROVIDED IN THIS AGREEMENT OR IN THE CLOSING DOCUMENTS TO THE
CONTRARY, UPON THE CLOSING, PURCHASER SHALL ACQUIRE, DIRECTLY OR INDIRECTLY, ALL
OF THE INTERESTS IN THE PROPERTY OWNER, AND THE PROPERTY OWNER SHALL CONTINUE TO
BE SUBJECT TO THE RISK THAT ADVERSE MATTERS,