MIGHT AFFECT THE PROJECTS, OR THE CONDITION, REPAIR,
VALUE, EXPENSE OF OPERATION OR INCOME POTENTIAL THEREOF. PURCHASER HEREBY
ACKNOWLEDGES AND STATES THAT PURCHASER HAS CONDUCTED OR, PRIOR TO THE CLOSING,
WILL HAVE HAD THE OPPORTUNITY TO CONDUCT, ITS OWN INSPECTION AND INVESTIGATION
OF THE PROJECTS, INCLUDING, WITHOUT LIMITATION, PHYSICAL AND ENVIRONMENTAL
INSPECTIONS, TESTS AND STUDIES. FROM AND AFTER THE DATE OF CLOSING OF THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, PURCHASER AGREES TO ASSUME ALL
RESPONSIBILITY, LIABILITY AND OBLIGATION FOR THE PHYSICAL, ENVIRONMENTAL,
FINANCIAL AND OTHER CONDITION OF THE PROJECTS, EXCEPT TO THE EXTENT OTHERWISE
EXPRESSLY PROVIDED IN THIS AGREEMENT. PURCHASER REPRESENTS AND WARRANTS THAT IT
IS A KNOWLEDGEABLE, EXPERIENCED AND SOPHISTICATED PURCHASER OF THE PROJECTS, AND
IT IS RELYING SOLELY ON (A) SELLER'S REPRESENTATIONS AND WARRANTIES EXPRESSLY
SET FORTH IN THIS AGREEMENT AND (B) PURCHASER'S OWN EXPERTISE AND THAT OF ITS
CONSULTANTS IN PURCHASING THE PROJECTS. PURCHASER ACKNOWLEDGES THAT ALL
INFORMATION OBTAINED BY PURCHASER WILL BE OBTAINED FROM A VARIETY OF SOURCES AND
THAT, EXCEPT TO THE EXTENT EXPRESSLY PROVIDED IN THIS AGREEMENT, SELLER WILL NOT
BE DEEMED TO HAVE REPRESENTED OR WARRANTED THE TRUTH OR ACCURACY OF ANY OF
MATERIALS OR DUE DILIGENCE ITEMS OR OTHER INFORMATION PREPARED BY THIRD PARTIES
AND NOT ANY MEMBER OF THE SELLER GROUP AND HERETOFORE OR HEREAFTER FURNISHED TO
PURCHASER. THE TERMS, PROVISIONS, COVENANTS, OBLIGATIONS, AND AGREEMENTS OF
PURCHASER SET FORTH IN THIS SECTION 9E SHALL SURVIVE THE CLOSING OF THE
TRANSACTION CONTEMPLATED BY THIS AGREEMENT.
F.
Seller's capacity as sole administrative member of Owners shall
not affect its personal liability hereunder and Seller shall be liable as
principal and not as agent for any defaults or breaches of Seller or the Owners
hereunder.
G.
Subject to the provisions of this Section 9 and Section 17, except
as otherwise provided in this Agreement, Seller's covenants, agreements,
representations and warranties contained in this Agreement shall survive the
Closing with respect to such Project for only twelve (12) months after the
Closing Date, and thereafter automatically shall terminate.
10.
Conditions Precedent to Closing.
A.
In addition to any conditions provided in other provisions of this
Agreement, Purchaser's obligation to purchase the Projects is and shall be
conditioned on the following:
(i)
that as of Closing, the Tenant Letters and Seller Estoppel
Certificates will not indicate any obligations on the part of the landlord other
than (a) obligations for which Seller has a reasonable basis for not having
performed and provided such obligations would not cost in excess of $100,000.00
in the aggregate under all of the Leases to resolve, remedy or cure, as the case
may be; (b) costs relating to Tenant Leases otherwise disclosed by Seller on the
Exceptions Schedule; (c) the tenant allowance for the Household Finance Lease
specified in Section 12H; (d) the Ford Tenant Improvement Costs as specified in
Section 12H; (e) the claims relating to the Plunkett Furniture Lease specified
in Section 12J; and (f) the leasing commission payable in connection with the
Multigraphics Lease as specified in Section