Seller shall
indemnify, defend and save harmless Purchaser from such claim resulting form any
act, representation or promise of Seller. The terms of this Section 16 shall
survive Closing.
17. Properties "AS-IS". Purchaser has heretofore inspected the physical and
structural condition of each of the Properties and the improvements located
thereon, or has waived the opportunity to do so. Purchaser will inspect the
environmental condition of the Properties during
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the Due Diligence Period, or will waive its right to do so. Purchaser hereby
accepts the physical and structural condition of each Property and the
improvements located thereon in their condition on the date hereof and agrees to
acquire each such Property, "AS-IS," "WHERE-IS", in such condition on the
Closing Date, subject to (i) all Violations, whether or not noted as of the date
hereof, and the conditions giving rise to the same, (ii) reasonable use and wear
and tear and (iii) subject to Section 15, damage due to fire or other casualty
or to a taking by condemnation or eminent domain. Purchaser further accepts the
environmental condition of each Property in its condition as of the end of the
Due Diligence Period for such Property and, subject to the provisions of Section
19, agrees to acquire title to each such Property on the Closing Date, "AS IS",
"WHERE IS", in such condition on the Closing Date. Nothing in this Section 17
shall be interpreted to require Seller to undertake or effect any work or
improvement which is capital in nature or which, under generally accepted
accounting principles, would be capitalized. The provisions of this Section 17
shall survive Closing.
18. Disclaimer.
(a) PURCHASER ACKNOWLEDGES AND AGREES THAT, EXCEPT AS HEREIN EXPRESSLY
PROVIDED, SELLER HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY NEGATES AND
DISCLAIMS ANY REPRESENTATIONS, WARRANTIES (OTHER THAN ANY WARRANTY OF TITLE AS
SET OUT IN THE DEED), PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND
OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST,
PRESENT OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO (A) THE NATURE,
QUALITY OR CONDITION OF ANY OF THE PROPERTIES, INCLUDING, WITHOUT LIMITATION,
THE WATER, SOIL AND GEOLOGY; (B) THE INCOME TO BE DERIVED FROM ANY OF THE
PROPERTIES; (C) THE SUITABILITY OF ANY OF THE PROPERTIES FOR ANY AND ALL
ACTIVITIES AND USES WHICH PURCHASER OR ANYONE ELSE MAY CONDUCT THEREON; (D) THE
COMPLIANCE OF OR BY ANY OF THE PROPERTIES OR THEIR OPERATION WITH ANY LAWS,
RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR
BODY; (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR
FITNESS FOR A PARTICULAR PURPOSE OF ANY OR THE PROPERTIES; (F) THE MANNER OR
QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED INTO ANY OF THE
PROPERTIES; (G) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF ANY OF
THE PROPERTIES; OR (H) ANY OTHER MATTER WITH RESPECT TO ANY OF THE PROPERTIES,
AND SPECIFICALLY, THAT SELLER HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY
DISCLAIMS ANY REPRESENTATIONS REGARDING