OR DEVELOPMENT OR AIR RIGHTS RELATING TO THE PROPERTY AS
REASONABLY DETERMINED BY PURCHASER, OR IF THE PROPOSED CONDEMNATION WOULD RESULT
IN THE LOSS OF OR A CHANGE IN THE PROPERTY'S STATUS AS A LEGALLY CONFORMING USE.
IF PURCHASER DOES NOT GIVE NOTICE TO SELLER OF PURCHASER'S REASONS FOR
DISAPPROVING AN ARCHITECT WITHIN FIVE (5) BUSINESS DAYS AFTER RECEIPT OF NOTICE
OF THE PROPOSED ARCHITECT, PURCHASER SHALL BE DEEMED TO HAVE APPROVED THE
ARCHITECT SELECTED BY SELLER.
8.4
UNINSURED LOSSES.
NOTWITHSTANDING THE FOREGOING, IN THE EVENT OF A LOSS
OR DAMAGE TO THE PROPERTY, FOR WHICH NO INSURANCE OR OTHER THIRD PARTY
COMPENSATION IS AVAILABLE TO REIMBURSE THE COST TO REMEDY SUCH LOSS OR DAMAGE
AND SUCH UNINSURED LOSS EXCEEDS FIVE MILLION DOLLARS ($5,000,000), THEN WITHIN
TEN (10) DAYS OF SELLER SENDING WRITTEN NOTICE TO PURCHASER OF SUCH UNINSURED
LOSS, SELLER SHALL EITHER ELECT TO:
(1) TERMINATE THIS AGREEMENT, IN WHICH
EVENT THE DEPOSIT SHALL BE RETURNED TO PURCHASER, OR (2) GIVE A CREDIT TO
PURCHASER AT CLOSING EQUAL IN AMOUNT TO THE COST TO REMEDY THE UNINSURED LOSS,
AS REASONABLY DETERMINED BY SELLER AND PURCHASER, PROVIDED THAT IF THE PARTIES
ARE UNABLE TO AGREE ON THE AMOUNT OF THE UNINSURED LOSS TO BE CREDITED AGAINST
THE PURCHASE PRICE, EITHER PARTY MAY TERMINATE THE AGREEMENT.
9.
COMMISSIONS
9.1
BROKERAGE COMMISSIONS.
IN THE EVENT THE TRANSACTION CONTEMPLATED BY THIS
AGREEMENT IS CONSUMMATED, BUT NOT OTHERWISE, SELLER AGREES TO PAY TO EASTDIL
("BROKER") AT CLOSING A BROKERAGE COMMISSION PURSUANT TO A SEPARATE WRITTEN
AGREEMENT BETWEEN SELLER AND BROKER. EACH PARTY AGREES THAT SHOULD ANY CLAIM BE
MADE FOR BROKERAGE COMMISSIONS OR FINDER'S FEES BY ANY BROKER OR FINDER OTHER
THAN BROKER BY, THROUGH OR ON ACCOUNT OF ANY ACTS OF SAID PARTY OR ITS
REPRESENTATIVES, SAID PARTY WILL INDEMNIFY AND HOLD THE OTHER PARTY FREE AND
HARMLESS FROM AND AGAINST ANY AND ALL LOSS, LIABILITY, COST, DAMAGE AND EXPENSE
IN CONNECTION THEREWITH. THE PROVISIONS OF THIS PARAGRAPH SHALL SURVIVE CLOSING
OR EARLIER TERMINATION OF THIS AGREEMENT.
10.
DISCLAIMERS AND WAIVERS
10.1
NO RELIANCE ON DOCUMENTS.
EXCEPT AS EXPRESSLY STATED HEREIN, SELLER
MAKES NO REPRESENTATION OR WARRANTY AS TO THE TRUTH, ACCURACY OR COMPLETENESS OF
ANY MATERIALS, DATA OR INFORMATION DELIVERED BY SELLER TO PURCHASER IN
CONNECTION WITH THE TRANSACTION CONTEMPLATED HEREBY. PURCHASER ACKNOWLEDGES AND
AGREES THAT ALL MATERIALS, DATA AND INFORMATION DELIVERED BY SELLER TO PURCHASER
IN CONNECTION WITH THE TRANSACTION CONTEMPLATED HEREBY ARE PROVIDED TO PURCHASER
AS A CONVENIENCE ONLY AND THAT ANY RELIANCE ON OR USE OF SUCH MATERIALS, DATA OR
INFORMATION BY PURCHASER SHALL BE AT THE SOLE RISK OF PURCHASER, EXCEPT AS
OTHERWISE EXPRESSLY STATED HEREIN. WITHOUT LIMITING THE GENERALITY OF THE
FOREGOING PROVISIONS, PURCHASER ACKNOWLEDGES AND AGREES THAT (A) ANY
ENVIRONMENTAL OR OTHER REPORT WITH RESPECT ANY PROPERTY WHICH IS DELIVERED BY
SELLER TO PURCHASER SHALL BE FOR GENERAL INFORMATIONAL PURPOSES ONLY,
(B) PURCHASER SHALL NOT HAVE
47
ANY RIGHT TO RELY ON ANY SUCH REPORT DELIVERED BY SELLER TO PURCHASER, BUT
RATHER WILL RELY ON