respects performed all obligations required to be performed by it under
this Agreement on and prior to the Closing Date.
(iii) Delivery of Documents. Each of the documents required
to
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be delivered by Seller at Closing shall have been delivered as provided herein.
The foregoing conditions under this Section 10(b) are for the benefit
of Purchaser, and Purchaser may, in its sole discretion, waive any or all of
such conditions and close title under this Agreement without any decrease in,
abatement of, or credit against, the Purchase Price.
11. CONDITION OF THE PROPERTY; REPRESENTATIONS.
(a) PURCHASER HEREBY ACKNOWLEDGES 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, MEMBER, 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 "SELLER
PARTIES") HAS MADE OR SHALL BE DEEMED TO HAVE MADE ANY ORAL OR WRITTEN
REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESSED OR IMPLIED, BY OPERATION OF LAW
OR OTHERWISE (INCLUDING WITHOUT LIMITATION WARRANTIES OF HABITABILITY,
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE), WITH RESPECT TO THE
PROPERTY, THE PERMITTED USE OF THE PROPERTY OR 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 RELATING TO THE PROPERTY OR THE TRANSACTIONS CONTEMPLATED
HEREIN. PURCHASER FURTHER ACKNOWLEDGES THAT ALL MATERIALS WHICH HAVE BEEN
PROVIDED BY ANY OF THE SELLER PARTIES HAVE BEEN PROVIDED, EXCEPT AS MAY BE
EXPRESSLY SET FORTH IN THIS AGREEMENT, 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 SELLER PARTIES IN THE EVENT OF ANY ERRORS THEREIN OR
OMISSIONS THEREFROM. 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 SELLER PARTIES, EXCEPT
FOR THE REPRESENTATIONS EXPRESSLY SET FORTH HEREIN. SUBJECT TO THE TERMS OF THE
FOREGOING SENTENCE, PURCHASER EXPRESSLY DISCLAIMS ANY INTENT TO RELY ON ANY SUCH
MATERIALS PROVIDED TO IT BY SELLER IN CONNECTION WITH ITS DUE DILIGENCE AND
AGREES THAT IT SHALL RELY SOLELY ON ITS OWN INDEPENDENTLY DEVELOPED OR VERIFIED
INFORMATION.
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(b) PURCHASER ACKNOWLEDGES THAT TENANT IS THE WHOLLY OWNED
SUBSIDIARY OF, OR IS OTHERWISE AFFILIATED WITH, PURCHASER AND, AS SUCH,
PURCHASER IS PURCHASING THE PROPERTY "AS IS" AND "WITH ALL FAULTS", BASED UPON
THE CONDITION (PHYSICAL OR OTHERWISE) OF THE PROPERTY AS OF THE DATE OF THIS
AGREEMENT AND