THE PROPERTY OR ANY OTHER
REPRESENTATION OR WARRANTY RESPECTING ANY INCOME, EXPENSES, CHARGES, LIENS OR
ENCUMBRANCES, RIGHTS OR CLAIMS ON, AFFECTING OR PERTAINING TO THE PROPERTY OR
ANY PART THEREOF.
PURCHASER ACKNOWLEDGES THAT, PURCHASER HAS EXAMINED, REVIEWED
AND INSPECTED ALL MATTERS WHICH IN PURCHASER'S JUDGMENT BEAR UPON THE PROPERTY
AND ITS VALUE AND SUITABILITY FOR PURCHASER'S PURPOSES.
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EXCEPT AS TO MATTERS SPECIFICALLY SET FORTH IN THIS AGREEMENT:
(A) PURCHASER
WILL ACQUIRE THE PROPERTY SOLELY ON THE BASIS OF ITS OWN PHYSICAL AND FINANCIAL
EXAMINATIONS, REVIEWS AND INSPECTIONS AND THE TITLE INSURANCE PROTECTION
AFFORDED BY THE OWNER'S POLICY, AND (B) WITHOUT LIMITING THE FOREGOING,
PURCHASER WAIVES ANY RIGHT IT OTHERWISE MAY HAVE AT LAW OR IN EQUITY, INCLUDING,
WITHOUT LIMITATION, THE RIGHT TO SEEK DAMAGES FROM SELLER IN CONNECTION WITH THE
ENVIRONMENTAL CONDITION OF THE PROPERTY, INCLUDING ANY RIGHT OF CONTRIBUTION
UNDER THE COMPREHENSIVE ENVIRONMENTAL RESPONSE COMPENSATION AND LIABILITY ACT.
THE PROVISIONS OF THIS SECTION 7.1.2 SHALL SURVIVE THE CLOSING.
7.2
INTERIM COVENANTS OF SELLER.
UNTIL THE CLOSING DATE OR THE SOONER
TERMINATION OF THIS AGREEMENT IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF
THIS AGREEMENT:
7.2.1
SELLER SHALL MAINTAIN THE PROPERTY IN SUBSTANTIALLY THE SAME MANNER
AS PRIOR HERETO PURSUANT TO SELLER'S NORMAL COURSE OF BUSINESS (SUCH AS
MAINTENANCE OBLIGATIONS BUT NOT INCLUDING EXTRAORDINARY CAPITAL EXPENDITURES OR
EXPENDITURES NOT INCURRED IN SUCH NORMAL COURSE OF BUSINESS), SUBJECT TO
REASONABLE WEAR AND TEAR AND FURTHER SUBJECT TO DESTRUCTION BY CASUALTY OR OTHER
EVENTS BEYOND THE CONTROL OF SELLER SUBJECT, HOWEVER, TO THE PROVISIONS OF
SECTION 6 OF THIS AGREEMENT.
7.2.2
SELLER SHALL NOT ENTER INTO ANY CONTRACT OR AGREEMENT RELATING TO
THE PROPERTY WHICH WILL BE BINDING ON PURCHASER OR WHICH WILL RUN WITH THE LAND.
7.2.3
INTENTIONALLY OMITTED.
7.2.4
SELLER WILL USE COMMERCIALLY REASONABLE EFFORTS KEEP IN FORCE AND
EFFECT WITH RESPECT TO THE PROPERTY THE INSURANCE POLICIES CURRENTLY CARRIED BY
SELLER OR POLICIES PROVIDING SIMILAR COVERAGE THROUGH THE CLOSING DATE.
7.3
REPRESENTATIONS, WARRANTIES AND COVENANTS OF PURCHASER.
7.3.1
REPRESENTATIONS AND WARRANTIES OF PURCHASER.
PURCHASER HEREBY
REPRESENTS AND WARRANTS TO SELLER THAT THIS AGREEMENT AND ALL AGREEMENTS,
INSTRUMENTS AND DOCUMENTS HEREIN PROVIDED TO BE EXECUTED OR CAUSED TO BE
EXECUTED BY PURCHASER ARE, OR ON THE CLOSING DATE WILL BE, DULY AUTHORIZED,
EXECUTED AND DELIVERED BY AND ARE BINDING UPON PURCHASER.
PURCHASER IS A
LIMITED LIABILITY COMPANY, DULY ORGANIZED AND VALIDLY EXISTING AND IN GOOD
STANDING UNDER THE LAWS OF THE STATE OF NEW YORK AND IS DULY AUTHORIZED AND
QUALIFIED TO DO ALL THINGS REQUIRED OF IT UNDER THIS AGREEMENT.
THE
REPRESENTATIONS AND WARRANTIES OF PURCHASER SHALL SURVIVE THE CLOSING.
8.
RELEASE AND SURVIVAL.
8.1
INTENTIONALLY OMITTED.
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8.2
RELEASE.
EFFECTIVE AS OF THE CLOSING, PURCHASER SHALL BE DEEMED
TO HAVE RELEASED SELLER AND ALL SELLER RELATED PARTIES FROM ALL CLAIMS WHICH
PURCHASER OR ANY AGENT, REPRESENTATIVE, AFFILIATE, EMPLOYEE, DIRECTOR, OFFICER,
PARTNER, MEMBER, SERVANT, SHAREHOLDER OR OTHER PERSON OR ENTITY ACTING ON
PURCHASER'S BEHALF OR OTHERWISE RELATED TO OR AFFILIATED WITH PURCHASER (EACH, A
"PURCHASER RELATED