INDEMNITIES
OF SELLER EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN THE SELLER'S CLOSING
DOCUMENTS, (1) BUYER'S PURCHASE OF THE PROPERTY HEREUNDER WILL BE "AS-IS,
WHERE-IS, WITH ALL FAULTS", AND (2) BUYER WILL BE CONCLUDING THE PURCHASE OF THE
PROPERTY HEREUNDER BASED SOLELY ON ITS OWN INSPECTION AND INVESTIGATION OF THE
PROPERTY AND ON ALL DOCUMENTS RELATED THERETO. WITHOUT LIMITING THE FOREGOING,
BUYER ACKNOWLEDGES THAT, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN
THE SELLER'S CLOSING DOCUMENTS, SELLER HAS NOT MADE ANY REPRESENTATIONS,
WARRANTIES OR INDEMNITIES ON WHICH BUYER IS RELYING AS TO ANY MATTERS CONCERNING
THE PROPERTY. FURTHER, TO THE EXTENT THAT SELLER OR ANY OF ITS AGENTS OR
CONSULTANTS HAS PROVIDED TO BUYER ANY ENVIRONMENTAL REPORT OR ANY INFORMATION
FROM ANY OTHER INSPECTION, ENGINEERING OR ENVIRONMENTAL REPORTS CONCERNING
ASBESTOS, RADON OR ANY HAZARDOUS SUBSTANCE, NO REPRESENTATIONS, WARRANTIES OR
INDEMNITIES ARE MADE BY SELLER WITH RESPECT TO THE ACCURACY OR COMPLETENESS,
METHODOLOGY OF PREPARATION OR OTHERWISE CONCERNING THE CONTENTS OF SUCH REPORTS.
AS A MATERIAL PART OF THE CONSIDERATION TO SELLER FOR THE SALE OF THE
PROPERTY, BUYER HEREBY WAIVES AND RELEASES SELLER (AND ITS RESPECTIVE PARTNERS,
MEMBERS, MANAGERS, AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS) FROM,
ANY AND ALL CLAIMS (OTHER THAN THOSE RELATING TO BREACH OF WARRANTIES,
REPRESENTATIONS OR COVENANTS BY SELLER OR FOR INDEMNITIES OF SELLER SET FORTH IN
THIS AGREEMENT OR IN THE SELLER'S CLOSING DOCUMENTS) THAT ARE BASED DIRECTLY OR
INDIRECTLY ON, ARISE FROM OR IN CONNECTION WITH, OR ARE RELATED
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TO: (A) ANY PAST, PRESENT OR FUTURE CONDITION OF THE PROPERTY, INCLUDING,
WITHOUT LIMITATION, THE PRESENCE OF HAZARDOUS SUBSTANCES AT THE PROPERTY,
(B) ANY AND ALL STATEMENTS, REPRESENTATIONS, WARRANTIES, DETERMINATIONS,
CONCLUSIONS, ASSESSMENTS, ASSERTIONS OR ANY OTHER INFORMATION CONTAINED IN ANY
OF THE PROPERTY DOCUMENT DELIVERIES, OR (C) ANY DEFECT, INACCURACY OR INADEQUACY
IN TITLE OF THE PROPERTY, LEGAL DESCRIPTION OF THE PROPERTY, COVENANTS,
RESTRICTIONS, ENCUMBRANCES OR ENCROACHMENTS WHICH AFFECT THE PROPERTY.
BUYER HEREBY ACKNOWLEDGES AND AGREES THAT (i) BUYER MAY HEREAFTER DISCOVER FACTS
DIFFERENT FROM OR IN ADDITION TO THOSE NOW (OR AS OF THE CLOSING) KNOWN OR
BELIEVED TO BE TRUE REGARDING THE PROPERTY AND/OR PROPERTY INFORMATION, AND
(ii) UPON CLOSING, THE BUYER'S AGREEMENT TO RELEASE, ACQUIT AND DISCHARGE
SELLER, SUBJECT TO AND UPON THE TERMS AND PROVISIONS SET FORTH HEREIN, SHALL
REMAIN IN FULL FORCE AND EFFECT, NOTWITHSTANDING THE EXISTENCE OR DISCOVERY OF
ANY SUCH DIFFERENT OR ADDITIONAL FACTS; PROVIDED THAT SUCH DIFFERENT OR
ADDITIONAL FACTS WERE NOT INTENTIONALLY OR FRAUDULENTLY CONCEALED BY SELLER.
3.2.3 Changes in Representations and Warranties. From and after full execution
hereof until Closing, each Party shall promptly notify the other Parties in
writing of any events or circumstances, of which the notifying Party has Actual
Knowledge which have occurred from and after the Effective Date hereof or which
were unknown to the notifying Party as of such date and were subsequently
discovered by the notifying Party, which events or circumstances make any of the
foregoing representations and warranties untrue, incomplete or inaccurate in