Closing equal to the cost of having such matters removed from title.
Section 12.2
Survey. Section 12.2 of the Company Disclosure Letter sets forth
the most current ALTA Surveys for the owned Real Property designated on Section
6.6(a) of the Company Disclosure Letter as Property Numbers 1, 5-9, 11-24, 30
and 31 (the "Existing Surveys"), copies of which have been made available to
Buyer. Sellers' Lenders obtained ALTA surveys on the Real Property designated on
Schedule 6.6(a) on the Company Disclosure Letter as Property numbers 1-4, 5-7,
8-9, and 13-22 (the "Lender's Surveys"), copies of which have been made
available to Buyer. Buyer agrees to accept the Real Property subject to all
matters shown by the Existing Surveys and the Lender's Surveys. Sellers shall
cause the Lender's Surveys (or the most recent Existing Survey, if there is no
Lender's Survey) to be updated and recertified to the respective Companies no
more than thirty (30) days and not less than five (5) days prior to the Closing
Date, at Buyer's option and at Buyer's sole expense such that Buyer shall
receive current, certified ALTA surveys with respect to all Real Property
identified in Section 6.6(a) of the Company Disclosure Letter (the "Surveys").
Buyer may obtain a survey on Property 10 at its sole cost and expense. Except as
set forth in Section 12.2 of the Company Disclosure Letter, if a recertified
updated Lender's Survey reveals any matters not already shown on the Existing
Surveys that would materially and adversely affect the ability to use the Real
Property as presently constructed and located on the Real Property, materially
diminish the value of the Real Property or any other matter which would render
title to the Real Property uninsurable and unmarketable, Sellers shall correct
such condition prior to the Closing, at Sellers' sole cost and expense. Buyer
acknowledges that there is no survey for the Real Property designated as
Property 10 on Section 6.6(a) of the Company Disclosure Letter.
Section 12.3
AS IS. SUBJECT ONLY TO SELLERS' REPRESENTATIONS AND WARRANTIES
AND COVENANTS EXPRESSLY SET FORTH HEREIN OR ANY CERTIFICATE OR AGREEMENT
DELIVERED PURSUANT HERETO AND SUBJECT TO THE CONDITIONS, RIGHTS AND OBLIGATIONS
SET FORTH HEREIN AND THEREIN, BUYER EXPRESSLY ACKNOWLEDGES AND AGREES, AND
REPRESENTS AND WARRANTS TO SELLERS AND THE COMPANIES, THAT BUYER HAS OR WILL
HAVE THE OPPORTUNITY TO FULLY EXAMINE AND INSPECT THE PURCHASED ASSETS PRIOR TO
THE EXECUTION OF THIS AGREEMENT AND THAT BUYER IS FULLY CAPABLE OF EVALUATING
AND HAS EVALUATED THE PURCHASED ASSETS' SUITABILITY FOR BUYER'S INTENDED USE
THEREOF, AND BUYER IS PURCHASING THE PURCHASED ASSETS WITH ALL DEFECTS IN THEIR
"AS IS", "WHERE IS" CONDITION AND WITH ALL FAULTS, WHETHER KNOWN, UNKNOWN,
APPARENT, OR LATENT. BUYER'S DECISION TO PURCHASE THE PURCHASED ASSETS IS NOT
BASED ON ANY COVENANT, WARRANTY, PROMISE, AGREEMENT, GUARANTY, OR REPRESENTATION
BY THE COMPANIES, SELLERS OR ANY OF THEIR AFFILIATES OR
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REPRESENTATIVES AS TO CONDITION, PHYSICAL OR OTHERWISE, TITLE, LEASES, RENTS,
REVENUES, INCOME, EXPENSES, OPERATION, ZONING OR OTHER REGULATION, COMPLIANCE