ACKNOWLEDGES THAT EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER SELLER
NOR ANYONE ACTING FOR OR ON BEHALF OF SELLER HAS MADE ANY REPRESENTATION,
WARRANTY, OR PROMISE TO PURCHASER CONCERNING ANY OF THE FOREGOING, NOR:
(A) THE
PHYSICAL ASPECT AND CONDITION OF ANY PORTION OF THE PROPERTY; (B) THE
FEASIBILITY OR DESIRABILITY OF THE PURCHASE OF THE PROPERTY; (C) THE MARKET
STATUS, PROJECTED INCOME FROM OR DEVELOPMENT EXPENSES FOR THE PROPERTY; OR (D)
ANY OTHER MATTER WHATSOEVER WITH RESPECT TO THE PROPERTY (EXCEPT AS CONTAINED
HEREIN), EXPRESS OR IMPLIED, INCLUDING, BY WAY OF DESCRIPTION, BUT NOT
LIMITATION, THOSE OF FITNESS FOR A PARTICULAR PURPOSE, TENANTABILITY,
HABITABILITY AND USE AND
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PURCHASER ACKNOWLEDGES AND AGREES TO TAKE THE PROPERTY "AS IS," IN ITS CURRENTLY
EXISTING PHYSICAL CONDITION AND STATE OF REPAIR, SUBJECT TO ORDINARY USE, WEAR,
TEAR AND NATURAL DETERIORATION, AND SUBJECT TO CASUALTY AND CONDEMNATION AS MORE
PARTICULARLY SET FORTH IN ARTICLE 10 HEREOF.
8.4
OUTSIDE REPRESENTATIONS.
SELLER IS NOT
LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS,
REPRESENTATIONS, REAL ESTATE "SET-UPS," OFFERING MEMORANDUM OR INFORMATION
PERTAINING TO THE PROPERTY OR ITS PHYSICAL CONDITION, LAYOUT, FOOTAGE, POTENTIAL
RENTS AND INCOME, EXPENSES, OPERATION, AVAILABILITY AND AMOUNT OF AIR RIGHTS
WITH RESPECT TO THE PROPERTY OR ANY OTHER MATTER OR THING FURNISHED BY ANY
AGENT, EMPLOYEE, SERVANT, OR ANY OTHER PERSON, UNLESS SPECIFICALLY SET FORTH IN
THIS AGREEMENT.
PURCHASER HEREBY WAIVES, TO THE EXTENT PERMITTED BY LAW, ANY
AND ALL IMPLIED WARRANTIES.
8.5
ENVIRONMENTAL INVESTIGATION OF THE
PROPERTY.
PURCHASER ACKNOWLEDGES THAT IT HAS HAD AN OPPORTUNITY TO CONDUCT ITS
OWN ENVIRONMENTAL INVESTIGATION OF THE PROPERTY AND THE PROPERTY ADJACENT TO THE
PROPERTY.
PURCHASER IS AWARE OF THE ENVIRONMENTAL CONDITIONS AFFECTING OR
RELATED TO THE PROPERTY AND PURCHASER AGREES TO TAKE THE PROPERTY SUBJECT TO
SUCH ENVIRONMENTAL CONDITIONS. IF THE CLOSING OCCURS, PURCHASER HEREBY RELEASES
SELLER FROM ANY OBLIGATION TO PAY ANY AND ALL ENVIRONMENTAL COSTS AND
LIABILITIES RELATING TO THE PROPERTY.
THIS SECTION SHALL SURVIVE THE CLOSING.
8.6
CONFIDENTIALITY.
PURCHASER ACKNOWLEDGES
THAT ALL INFORMATION REGARDING THE PROPERTY FURNISHED (OR TO BE FURNISHED) TO
PURCHASER IS AND HAS BEEN SO FURNISHED ON THE FOLLOWING CONDITIONS:
(i)
Purchaser shall use the information
solely for purposes of evaluating the Property and consummating the transaction
contemplated in this Agreement; and
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(ii)
Purchaser shall, subject to the terms of
Section 8.7, use its best efforts to maintain the confidentiality of such
information.
8.7
LIMITED DISCLOSURE.
PURCHASER SHALL, AND
SHALL CAUSE ITS DIRECTORS, OFFICERS AND OTHER PERSONNEL, AND ITS AGENTS,
EMPLOYEES AND REPRESENTATIVES TO, HOLD IN STRICT CONFIDENCE AND NOT DISCLOSE TO
ANY OTHER PARTY WITHOUT THE PRIOR WRITTEN CONSENT OF SELLER, ANY OF THE
INFORMATION REGARDING THE PROPERTY DELIVERED, PROVIDED OR FURNISHED TO PURCHASER
OR ANY OF ITS AGENTS, REPRESENTATIVES OR EMPLOYEES.
NOTWITHSTANDING ANYTHING TO
THE CONTRARY HEREINABOVE SET FORTH, PURCHASER MAY DISCLOSE SUCH INFORMATION
ONLY: (I) ON A "NEED-TO-KNOW" BASIS TO ITS EMPLOYEES, PARTNERS, MEMBERS OR
PROFESSIONAL FIRMS SERVING IT IN CONNECTION WITH THIS TRANSACTION, OR TO ANY
POTENTIAL LENDERS OR