THE PARTIES WILL JOINTLY PREPARE AND
AGREE UPON A CLOSING STATEMENT (THE "CLOSING STATEMENT") WHICH WILL SHOW THE NET
AMOUNT DUE TO SELLER AS THE RESULT OF THE ADJUSTMENTS AND PRORATIONS PROVIDED
FOR HEREIN.
(i)
This Section 7 shall survive the Closing and the Master Lease
Termination Date.
8.
CONDITION OF THE PROPERTY; REPRESENTATIONS
(A)
PURCHASER EXPRESSLY ACKNOWLEDGES AND AGREES THAT SELLER SHALL NOT
BE LIABLE FOR ANY LATENT OR PATENT DEFECTS IN THE PROPERTY AND THAT EXCEPT AS
EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER SELLER, NOR ANY PERSON ACTING ON
BEHALF OF SELLER, NOR ANY PERSON OR ENTITY WHICH PREPARED OR PROVIDED ANY OF THE
MATERIALS REVIEWED BY PURCHASER IN CONDUCTING ITS DUE DILIGENCE, NOR ANY DIRECT
OR INDIRECT OFFICER, DIRECTOR, PARTNER, SHAREHOLDER, EMPLOYEE, AGENT,
REPRESENTATIVE, ACCOUNTANT, ADVISOR, ATTORNEY, PRINCIPAL, AFFILIATE, CONSULTANT,
CONTRACTOR, SUCCESSOR OR ASSIGN OF ANY OF THE FOREGOING PARTIES (SELLER, AND ALL
OF THE OTHER PARTIES DESCRIBED IN THE PRECEDING PORTIONS OF THIS SENTENCE (OTHER
THAN PURCHASER), SHALL BE REFERRED TO HEREIN COLLECTIVELY AS THE "EXCULPATED
PARTIES") HAS MADE ANY ORAL OR WRITTEN REPRESENTATIONS OR WARRANTIES, WHETHER
EXPRESSED OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE, WITH RESPECT TO THE
PROPERTY, THE ZONING AND OTHER LAWS, REGULATIONS AND RULES APPLICABLE THERETO OR
THE COMPLIANCE BY THE PROPERTY THEREWITH, THE REVENUES AND EXPENSES GENERATED BY
OR ASSOCIATED WITH THE PROPERTY, OR OTHERWISE
15
RELATING TO THE PROPERTY OR THE TRANSACTIONS CONTEMPLATED HEREIN.
PURCHASER
FURTHER ACKNOWLEDGES AND AGREES THAT, EXCEPT AS EXPRESSLY SET FORTH IN THIS
SECTION 8, ALL MATERIALS WHICH HAVE BEEN PROVIDED BY ANY OF THE EXCULPATED
PARTIES HAVE BEEN PROVIDED WITHOUT ANY WARRANTY OR REPRESENTATION, EXPRESSED OR
IMPLIED AS TO THEIR CONTENT, SUITABILITY FOR ANY PURPOSE, ACCURACY, TRUTHFULNESS
OR COMPLETENESS AND PURCHASER SHALL NOT HAVE ANY RECOURSE AGAINST SELLER OR ANY
OF THE OTHER EXCULPATED PARTIES IN THE EVENT OF ANY ERRORS THEREIN OR OMISSIONS
THEREFROM.
PURCHASER IS FAMILIAR WITH THE PHYSICAL AND ENVIRONMENTAL CONDITION
OF THE PROPERTY AND HAS CONDUCTED (OR ELECTS NOT TO CONDUCT) SUCH INVESTIGATIONS
OF THE AFFAIRS AND CONDITIONS OF THE PROPERTY AS PURCHASER HAS CONSIDERED
APPROPRIATE AND PURCHASER IS ACQUIRING THE PROPERTY BASED SOLELY ON ITS OWN
INDEPENDENT INVESTIGATION AND INSPECTION OF THE PROPERTY AND NOT IN RELIANCE ON
ANY INFORMATION PROVIDED BY SELLER, OR ANY OF THE OTHER EXCULPATED PARTIES,
EXCEPT FOR THE REPRESENTATIONS EXPRESSLY SET FORTH HEREIN.
(B)
PURCHASER ACKNOWLEDGES AND AGREES THAT, EXCEPT AS EXPRESSLY SET
FORTH IN THIS SECTION 8, IT IS PURCHASING THE PROPERTY "AS IS" AND "WITH ALL
FAULTS", BASED UPON THE CONDITION OF THE PROPERTY AS OF THE DATE OF THIS
AGREEMENT, REASONABLE WEAR AND TEAR AND, SUBJECT TO THE PROVISIONS OF SECTIONS 9
AND 10 OF THIS AGREEMENT, LOSS BY CONDEMNATION OR FIRE OR OTHER CASUALTY
EXCEPTED.
PURCHASER ACKNOWLEDGES THAT IT HAS REVIEWED AND APPROVED THE MASTER
LEASE, THE TIAA LEASE AND THE EXISTING LEASES.
PURCHASER ACKNOWLEDGES AND
AGREES THAT ITS OBLIGATIONS UNDER THIS AGREEMENT SHALL NOT BE SUBJECT TO ANY
FINANCING CONTINGENCY OR, EXCEPT AS EXPRESSLY SET FORTH IN