THEREOF, SUBJECT TO THE LIMITATION SET FORTH IN
CLAUSE (I); PROVIDED, HOWEVER, THAT IF ANY SUCH FINAL JUDGMENT IS FOR AN AMOUNT
THAT IS LESS THAN OR EQUAL TO THE FLOOR AMOUNT, THEN SELLER SHALL HAVE NO
LIABILITY WITH RESPECT THERETO.
NO CONSTITUENT PARTNER OR MEMBER IN OR AGENT OF
SELLER, NOR ANY ADVISOR, TRUSTEE, DIRECTOR, OFFICER, MEMBER, PARTNER, EMPLOYEE,
BENEFICIARY, SHAREHOLDER, PARTICIPANT, REPRESENTATIVE OR AGENT OF ANY ENTITY
THAT IS OR BECOMES A CONSTITUENT PARTNER OR MEMBER IN SELLER OR AN AGENT OF
SELLER (INCLUDING, BUT NOT LIMITED TO, EOP OPERATING LIMITED PARTNERSHIP, EQUITY
OFFICE PROPERTIES TRUST, AND EQUITY OFFICE MANAGEMENT, L.L.C.) ("SELLER'S
AFFILIATES") SHALL HAVE ANY PERSONAL LIABILITY, DIRECTLY OR INDIRECTLY, UNDER OR
IN CONNECTION WITH THIS AGREEMENT OR ANY AGREEMENT MADE OR ENTERED INTO UNDER OR
PURSUANT TO THE PROVISIONS OF THIS AGREEMENT, OR ANY AMENDMENT OR AMENDMENTS TO
ANY OF THE FOREGOING MADE AT ANY TIME OR TIMES, HERETOFORE OR HEREAFTER, AND
PURCHASER AND ITS SUCCESSORS AND ASSIGNS AND, WITHOUT LIMITATION, ALL OTHER
PERSONS AND ENTITIES, SHALL LOOK SOLELY TO SELLER'S ASSETS FOR THE PAYMENT OF
ANY CLAIM OR FOR ANY PERFORMANCE, AND PURCHASER, ON BEHALF OF ITSELF AND ITS
SUCCESSORS AND ASSIGNS, HEREBY WAIVES ANY AND ALL SUCH PERSONAL LIABILITY
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, NEITHER
THE NEGATIVE CAPITAL ACCOUNT OF ANY CONSTITUENT PARTNER OR MEMBER IN SELLER, NOR
ANY OBLIGATION OF ANY CONSTITUENT PARTNER OR MEMBER IN ANY ENTITY OWNING AN
INTEREST (DIRECTLY OR INDIRECTLY) IN SELLER TO RESTORE A NEGATIVE CAPITAL
ACCOUNT OR TO CONTRIBUTE CAPITAL TO SELLER (OR ANY ENTITY OWNING AN INTEREST,
DIRECTLY OR INDIRECTLY, IN ANY OTHER CONSTITUENT PARTNER OR MEMBER OF SELLER),
SHALL AT ANY TIME BE DEEMED TO BE THE PROPERTY OR AN ASSET OF SELLER OR ANY SUCH
OTHER PARTNER OR MEMBER (AND NEITHER PURCHASER NOR ANY OF ITS SUCCESSORS OR
ASSIGNS SHALL HAVE ANY RIGHT TO COLLECT, ENFORCE OR PROCEED AGAINST OR WITH
RESPECT TO ANY SUCH NEGATIVE CAPITAL ACCOUNT OF SUCH PARTY'S OBLIGATIONS TO
RESTORE OR
22
CONTRIBUTE).
THE PROVISIONS OF THIS SECTION 10 SHALL SURVIVE THE CLOSING AND
ANY TERMINATION OF THIS AGREEMENT.
11.
MISCELLANEOUS.
11.1
ENTIRE AGREEMENT.
ALL UNDERSTANDINGS AND AGREEMENTS HERETOFORE HAD
BETWEEN SELLER AND PURCHASER WITH RESPECT TO THE PROPERTY ARE MERGED IN THIS
AGREEMENT, WHICH ALONE FULLY AND COMPLETELY EXPRESSES THE AGREEMENT OF THE
PARTIES.
PURCHASER ACKNOWLEDGES THAT IT HAS INSPECTED OR WILL INSPECT THE
PROPERTY AND THAT IT ACCEPTS THE SAME IN ITS "AS IS" CONDITION SUBJECT TO USE,
ORDINARY WEAR AND TEAR AND NATURAL DETERIORATION.
PURCHASER FURTHER
ACKNOWLEDGES THAT, EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, NEITHER
SELLER NOR ANY AGENT OR REPRESENTATIVE OF SELLER HAS MADE, AND SELLER IS NOT
LIABLE FOR OR BOUND IN ANY MANNER BY, ANY EXPRESS OR IMPLIED WARRANTIES,
GUARANTIES, PROMISES, STATEMENTS, INDUCEMENTS, REPRESENTATIONS OR INFORMATION
PERTAINING TO THE PROPERTY.
11.2
ASSIGNMENT.
EXCEPT AS PROVIDED IN SECTION 11.12, NEITHER THIS
AGREEMENT NOR ANY INTEREST HEREUNDER SHALL BE ASSIGNED OR TRANSFERRED BY
PURCHASER WITHOUT SELLER'S CONSENT; PROVIDED, HOWEVER, THAT