PARTY
(EXCEPT AS OTHERWISE EXPRESSLY ELSEWHERE PROVIDED IN THIS AGREEMENT) AS TO THE
FINANCIAL OR PHYSICAL (INCLUDING, WITHOUT LIMITATION, ENVIRONMENTAL) CONDITION
OF THE PREMISES OR THE PERSONAL PROPERTY OR THE AREAS SURROUNDING THE PREMISES,
OR AS TO ANY OTHER MATTER WHATSOEVER, INCLUDING, WITHOUT LIMITATION, AS TO ANY
PERMITTED USE THEREOF, THE ZONING CLASSIFICATION THEREOF OR COMPLIANCE THEREOF
WITH FEDERAL, STATE OR LOCAL LAWS, AS TO THE INCOME OR EXPENSE IN CONNECTION
THEREWITH, OR AS TO ANY OTHER MATTER IN CONNECTION THEREWITH. BUYER ACKNOWLEDGES
THAT, EXCEPT AS OTHERWISE EXPRESSLY ELSEWHERE PROVIDED IN THIS AGREEMENT, NONE
OF SELLER, SELLER'S PROPERTY MANAGER OR ANY AGENT OR EMPLOYEE OF SELLER OR OF
SELLER'S PROPERTY MANAGER, OR ANY OTHER PARTY ACTING ON BEHALF OF SELLER, HAS
MADE OR SHALL BE DEEMED TO HAVE MADE ANY SUCH AGREEMENT, CONDITION,
REPRESENTATION OR WARRANTY EITHER EXPRESSED OR IMPLIED. THIS PARAGRAPH SHALL
SURVIVE CLOSING AND DELIVERY OF THE DEED, AND SHALL BE DEEMED INCORPORATED BY
REFERENCE AND MADE A PART OF ALL DOCUMENTS DELIVERED BY SELLER TO BUYER IN
CONNECTION WITH THE SALE OF THE PREMISES AND THE PERSONAL PROPERTY.
(b) CHANGE OF CONDITIONS. SUBJECT TO SELLER'S OBLIGATIONS UNDER
SUBPARAGRAPH (d) BELOW, BUYER SHALL ACCEPT THE PREMISES AND THE PERSONAL
PROPERTY AT THE TIME OF CLOSING IN THE SAME CONDITION AS THE SAME ARE AS OF THE
DATE OF THIS AGREEMENT, AS SUCH CONDITION SHALL HAVE CHANGED BY REASON OF
REASONABLE WEAR AND TEAR AND, SUBJECT TO PARAGRAPH 16 AND PARAGRAPH 17 HEREOF,
DAMAGE BY FIRE OR OTHER CASUALTY AND CONDEMNATION. WITHOUT LIMITING THE
GENERALITY OF THE FOREGOING, BUYER SPECIFICALLY ACKNOWLEDGES THAT THE FACT THAT
ANY PORTION OF THE PREMISES OR THE PERSONAL PROPERTY OR ANY EQUIPMENT OR
MACHINERY THEREIN OR ANY PART THEREOF MAY NOT BE IN WORKING ORDER OR CONDITION
AT THE CLOSING DATE BY REASON OF REASONABLE WEAR AND TEAR OR DAMAGE BY FIRE OR
OTHER CASUALTY, OR BY REASON OF ITS PRESENT CONDITION, SHALL NOT RELIEVE BUYER
OF ITS OBLIGATION TO COMPLETE CLOSING UNDER THIS AGREEMENT AND PAY THE FULL
PURCHASE PRICE. EXCEPT AS PROVIDED IN SUBPARAGRAPH (d) BELOW, SELLER HAS NO
OBLIGATION TO MAKE ANY REPAIRS OR REPLACEMENTS REQUIRED BY REASON OF WEAR AND
TEAR OR
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FIRE OR OTHER CASUALTY, BUT MAY, AT ITS OPTION AND ITS COST, MAKE ANY SUCH
REPAIRS AND REPLACEMENTS PRIOR TO THE CLOSING DATE.
(c) Condition of Delivery. Seller has no obligation to deliver the
Premises in a "broom clean" condition, and at Closing Seller may leave in the
Premises all items of personal property and equipment, partitions and debris as
are now presently therein.
(d) Seller Repairs. Between the date of the execution of this
Agreement and the Closing Date, Seller shall perform all customary ordinary
repairs to the Premises and the Personal Property as Seller has customarily
previously performed to maintain them in substantially the same condition as
they are as of the date of this Agreement, as said condition shall be changed by
wear and tear, damage by fire or other casualty,