PURPOSES OF INVESTMENT AND NOT WITH VIEW TO
EFFECTING A PUBLIC DISTRIBUTION THEREOF, SUBJECT TO ITS RIGHTS, IF ANY, TO SELL
OR OTHERWISE TRANSFER THE MEMBERSHIP INTERESTS PURSUANT TO AN EXEMPTION FROM
REGISTRATION UNDER APPLICABLE SECURITIES LAWS.
9.4.
THE REPRESENTATIONS AND WARRANTIES OF ACQUIRER
SET FORTH IN THIS AGREEMENT SHALL BE TRUE, ACCURATE AND CORRECT IN ALL MATERIAL
RESPECTS UPON THE EFFECTIVE DATE OF THIS AGREEMENT AS SET FORTH ON THE SIGNATURE
PAGE HEREOF, SHALL BE DEEMED TO BE REPEATED ON AND AS OF THE CLOSING DATE
(EXCEPT AS THEY RELATE ONLY TO AN EARLIER DATE) AND SHALL SURVIVE THE CLOSING OR
EARLIER TERMINATION OF THIS AGREEMENT.
SECTION 10.
DISCLAIMER; AS IS.
10.1.
AS A MATERIAL INDUCEMENT TO TRANSFERORS AND
PARTNERSHIP TO EXECUTE THIS AGREEMENT, ACQUIRER AGREES TO ACCEPT THE MEMBERSHIP
INTERESTS AND ACKNOWLEDGES THAT EXCEPT AS OTHERWISE SET FORTH IN THIS AGREEMENT,
TITLE TO THE PROPERTY IS, ON AN "AS-IS-WHERE-IS AND WITH ALL FAULTS" BASIS. THIS
AGREEMENT, AS WRITTEN, CONTAINS ALL THE TERMS OF THE AGREEMENT ENTERED INTO
BETWEEN THE PARTIES AS OF THE DATE HEREOF, AND ACQUIRER ACKNOWLEDGES, EXCEPT AS
SET FORTH IN THIS AGREEMENT, THAT NEITHER PARTNERSHIP, NOR TRANSFERORS NOR ANY
OF TRANSFERORS' AFFILIATES, NOR ANY OF THEIR AGENTS OR REPRESENTATIVES, NOR THE
BROKER (AS DEFINED BELOW IN SECTION 13.1) HAS MADE ANY REPRESENTATIONS, OR HELD
OUT ANY INDUCEMENTS TO ACQUIRER, AND TRANSFERORS HEREBY SPECIFICALLY DISCLAIMS
ANY REPRESENTATION, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OTHER THAN THOSE
SPECIFICALLY SET FORTH IN THIS AGREEMENT. WITHOUT LIMITING THE GENERALITY OF THE
FOREGOING, ACQUIRER HAS NOT RELIED ON ANY REPRESENTATIONS OR WARRANTIES, AND
NEITHER PARTNERSHIP NOR TRANSFERORS NOR TRANSFERORS' AFFILIATES, NOR ANY OF
THEIR AGENTS OR REPRESENTATIVES HAS OR IS WILLING TO MAKE ANY REPRESENTATIONS OR
WARRANTIES, EXPRESS OR IMPLIED, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT,
AS TO (A) THE STATUS OF TITLE TO THE PROPERTY; (B) THE LEASES OR THE RENT ROLL,
(C) THE CONTRACTS OR THE SCHEDULE OF CONTRACTS; (D) ANY SURVEY OF THE PROPERTY;
(E) THE CURRENT OR FUTURE REAL ESTATE TAX LIABILITY, ASSESSMENT OR VALUATION OF
THE PROPERTY; (F) THE POTENTIAL QUALIFICATION OF THE PROPERTY FOR ANY AND ALL
BENEFITS CONFERRED BY ANY LAWS WHETHER FOR SUBSIDIES, SPECIAL REAL ESTATE TAX
TREATMENT, INSURANCE, MORTGAGES, OR ANY OTHER BENEFITS, WHETHER SIMILAR OR
DISSIMILAR TO THOSE ENUMERATED; (G) THE COMPLIANCE OF THE PROPERTY IN ITS
CURRENT OR ANY FUTURE STATE, WITH APPLICABLE LAWS, ORDINANCES, ORDERS OR
REQUIREMENTS, OR ANY VIOLATIONS THEREOF, INCLUDING, WITHOUT LIMITATION, THOSE
RELATING TO ENVIRONMENTAL OR ZONING MATTERS AND THE ABILITY TO OBTAIN A CHANGE
IN THE ZONING OR A VARIANCE IN RESPECT TO THE PROPERTY'S NON-COMPLIANCE, IF ANY,
WITH SAID ZONING LAWS, ORDINANCES, ORDERS OR REQUIREMENTS; (H) THE AVAILABILITY
OF ANY FINANCING FOR THE PURCHASE, ALTERATION, REHABILITATION OR OPERATION OF
THE PROPERTY FROM ANY SOURCE, INCLUDING, BUT NOT LIMITED TO ANY GOVERNMENTAL
AUTHORITY OR ANY LENDER; (I) THE CURRENT OR FUTURE USE OF THE PROPERTY,
INCLUDING, BUT NOT LIMITED TO, THE PROPERTY'S USE FOR COMMERCIAL, MANUFACTURING
OR GENERAL OFFICE PURPOSES; (J)