election to Transferor on or before the earlier to occur of (i)
the 10th day following Transferee's receipt of Transferor's Response (or by the
Outside Closing Date, if earlier), or (ii) if no Transferor's Response is
received by Transferee, the 10th day following the date on which Transferor
shall have been deemed to have responded, as provided above (or by the Outside
Closing Date, if earlier), to: (x) terminate this Agreement (in which case none
of the parties thereafter shall have any rights or obligations to the other
hereunder, other than pursuant to any provision hereof which expressly survives
the termination of this Agreement); or (y) proceed to a timely Closing whereupon
such objected to exceptions or matters shall be deemed to be approved by
Transferee and constitute Permitted Exceptions. If Transferee fails to deliver a
response within such 10 day period (or by the Outside Date, if earlier), then
Transferee shall be deemed to have elected to proceed to Closing pursuant to
clause (y) above.
2.3 Status of Title. At Closing, Transferor shall convey, or cause to be
conveyed, to Transferee all of Transferor's and/or its affiliates' rights,
titles and interests in and to the Sale Interest, and Transferee shall acquire
(a) the Sale Interest, and (b) indirect ownership and possession of the
Property, subject only to the Permitted Exceptions.
ARTICLE III
Transferee's Acknowledgement
THE PARTIES HEREBY ACKNOWLEDGE AND AGREE THAT: (A) TRANSFEREE IS A SOPHISTICATED
INVESTOR IN REAL PROPERTY WHO IS FAMILIAR WITH INVESTMENTS SIMILAR TO THE
PROPERTY AND THE SALE INTEREST; (B) EXCEPT AS MAY BE SPECIFICALLY SET FORTH IN
THIS AGREEMENT OR THE CLOSING DOCUMENTS, NEITHER TRANSFEROR NOR ANY TRANSFEROR
RELATED PARTY HAS MADE OR WILL MAKE ANY REPRESENTATION OR WARRANTY OF ANY KIND
WHATSOEVER, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED, WITH RESPECT TO
PROPERTY OWNER, THE SALE INTEREST, THE PROPERTY, THE PERMITTED USE THEREOF, 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 THE SALE INTEREST, OR OTHERWISE RELATING TO
PROPERTY OWNER, THE PROPERTY, THE SALE INTEREST, OR THE TRANSACTIONS
CONTEMPLATED HEREIN; AND (C) EXCEPT AS MAY BE SPECIFICALLY SET FORTH IN THIS
AGREEMENT OR THE CLOSING DOCUMENTS, THE SALE INTEREST IS BEING TRANSFERRED TO
TRANSFEREE AND
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TRANSFEREE IS ACCEPTING THE SALE INTEREST AND INDIRECT POSSESSION OF THE
PROPERTY, IN EACH CASE, IN THEIR PRESENT "AS IS, WHERE IS" CONDITION "WITH ALL
FAULTS", WITH NO RIGHT OF SETOFF OR DEDUCTION IN THE PURCHASE PRICE. IN
ADDITION, TRANSFEREE EXPRESSLY UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT UNKNOWN
CONDITIONS MAY EXIST WITH RESPECT TO THE PROPERTY, PROPERTY OWNER, AND/OR THE
SALE INTEREST AND THAT TRANSFEREE EXPLICITLY TOOK THE POSSIBILITY OF SUCH
UNKNOWN CONDITIONS INTO ACCOUNT, TOGETHER WITH THE EXPRESS REPRESENTATIONS AND
WARRANTIES CONTAINED HEREIN, IN DETERMINING AND AGREEING TO THE PURCHASE PRICE.
SUBJECT TO THE TERMS HEREOF, TRANSFEREE HAS BEEN AFFORDED THE OPPORTUNITY TO
MAKE ANY AND ALL INSPECTIONS AND DUE DILIGENCE OF THE PROPERTY,