the requirements of section 6045 of the Code, and any related reporting
requirements of the Code, the parties hereto agree as follows:
(a) The Title Company, by its execution hereof, hereby assumes all
responsibilities for information reporting required under section 6045(e) of the
Code.
(b) Seller and Purchaser each hereby agree:
(i) to provide to the Title Company all information and certifications
regarding such party, as reasonably requested by the Title Company or otherwise
required to be provided by a party to the transaction described herein under
section 6045 of the Code; and
(ii) to provide to the Title Company such party's taxpayer identification
number and a statement (on Internal Revenue Service Form W-9 or an acceptable
substitute form, or on any other form the applicable current or future Code
sections and regulations might require and/or any form requested by the Title
Company),
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signed under penalties of perjury, stating that the taxpayer identification
number supplied by such party to the Title Company is correct.
(c) Each party hereto agrees to retain this Agreement for not less
than four years from the end of the calendar year in which Closing occurred, and
to produce it to the Internal Revenue Service upon a valid request therefor.
(d) The addresses for Seller and Purchaser are as set forth in
Section 14.1 hereof, and the real estate subject to the transfer provided for in
this Agreement is described in Exhibit A.
ARTICLE V
CONDITION OF PROPERTY
Section 5.1 Sale "As Is". THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT
HAS BEEN NEGOTIATED BETWEEN SELLER AND PURCHASER, THIS AGREEMENT REFLECTS THE
MUTUAL AGREEMENT OF SELLER AND PURCHASER, AND PURCHASER HAS CONDUCTED ITS OWN
INDEPENDENT EXAMINATION OF THE PROPERTY AND THE DOCUMENTS. OTHER THAN THE
SPECIFIC MATTERS REPRESENTED IN SECTION 8.1 HEREOF (AS LIMITED BY SECTION 16.1
OF THIS AGREEMENT), WHICH EXCEPTIONS SHALL APPLY TO ALL OF THE FOLLOWING
PROVISIONS OF THIS SECTION 5.1, PURCHASER HAS NOT RELIED UPON AND WILL NOT RELY
UPON, EITHER DIRECTLY OR INDIRECTLY, ANY REPRESENTATION, WARRANTY OR STATEMENT
OF SELLER OR ANY OF SELLER'S AFFILIATES, AGENTS OR REPRESENTATIVES, AND
PURCHASER HEREBY ACKNOWLEDGES THAT NO SUCH REPRESENTATIONS, WARRANTIES OR
STATEMENTS HAVE BEEN MADE. SELLER SPECIFICALLY DISCLAIMS, AND NEITHER IT NOR ANY
OF ITS AFFILIATES NOR ANY OTHER PERSON IS MAKING, ANY REPRESENTATION, WARRANTY,
STATEMENTS OR ASSURANCE WHATSOEVER TO PURCHASER AND NO WARRANTIES,
REPRESENTATIONS, STATEMENTS OR ASSURANCES OF ANY KIND OR CHARACTER, EITHER
EXPRESS OR IMPLIED, ARE MADE BY SELLER OR RELIED UPON BY PURCHASER WITH RESPECT
TO THE STATUS OF TITLE TO OR THE MAINTENANCE, REPAIR, CONDITION, DESIGN OR
MARKETABILITY OF THE PROPERTY, OR ANY PORTION THEREOF, INCLUDING BUT NOT LIMITED
TO (a) ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY, (b) ANY IMPLIED OR
EXPRESS WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, (c) ANY IMPLIED OR EXPRESS
WARRANTY OF CONFORMITY TO MODELS OR SAMPLES OF MATERIALS, (d) ANY RIGHTS OF
PURCHASER UNDER APPROPRIATE STATUTES OR OTHER LEGAL AUTHORITY TO CLAIM
DIMINUTION OF CONSIDERATION, (e) ANY CLAIM BY PURCHASER FOR DAMAGES BECAUSE OF