not settled prior to the end of such period.
SECTION
8.4
AS-IS: THE SALE OF THE PROPERTY HEREUNDER IS AND WILL BE MADE
ON AN "AS IS" BASIS. SELLER HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY
DISCLAIMS ANY REPRESENTATIONS, WARRANTIES 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 THE PROPERTY OR ITS CONDITION,
INCLUDING HIDDEN DEFECTS IF ANY, OR ANY OTHER MATTER WHATSOEVER, EXCEPT AS
OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT. BUYER IS A SOPHISTICATED BUYER
THAT IS FAMILIAR WITH THE OWNERSHIP AND OPERATION OF REAL ESTATE PROJECTS
SIMILAR TO THE PROPERTY AND HAS HAD ADEQUATE OPPORTUNITY OR WILL HAVE ADEQUATE
OPPORTUNITY PRIOR TO CLOSING TO COMPLETE ALL PHYSICAL AND FINANCIAL EXAMINATIONS
RELATING TO THE ACQUISITION OF THE PROPERTY HEREUNDER IT DEEMS NECESSARY, AND
WILL ACQUIRE THE SAME SOLELY ON THE BASIS OF AND IN RELIANCE UPON SUCH
EXAMINATIONS AND THE TITLE INSURANCE PROTECTION AFFORDED BY BUYER'S TITLE
INSURANCE POLICY AND NOT ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY
SELLER. ANY INFORMATION PROVIDED OR TO BE PROVIDED WITH RESPECT TO THE PROPERTY
BY SELLER IS SOLELY FOR BUYER'S CONVENIENCE AND WAS OR WILL BE OBTAINED FROM A
VARIETY OF SOURCES. AS TO ITEMS PREPARED OR OBTAINED FROM OTHERS OR PREPARED BY
SELLER FOR ITS OWN PURPOSES BUT FURNISHED TO BUYER, INCLUDING SURVEYS OR REPORTS
OF ANY KIND, SELLER HAS NOT MADE AND IS NOT REQUIRED TO MAKE ANY PAST OR CURRENT
INDEPENDENT INVESTIGATION OR VERIFICATION OF SUCH INFORMATION AND MAKES NO
REPRESENTATIONS AS TO THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION, AND
BUYER AGREES THAT SELLER SHALL NOT BE LIABLE FOR ANY MISTAKES OR OMISSIONS.
ARTICLE 9
DEFAULT
SECTION 9.1
Seller's Default: If the sale and purchase of the Property
contemplated by this Agreement is not consummated on account of Seller's breach
or default hereunder, Buyer shall have the following options: (i) to terminate
this Agreement, whereupon the Earnest Money, together with all interest earned
thereon, plus an amount equal to all of Buyer's costs and expenses suffered or
incurred in connection with the transaction contemplated by this Agreement,
including but not limited to, all reasonable out of pocket costs and expenses
related to Buyer's due diligence review of the Property, not to exceed a sum
equal to the Earnest Money, shall be remitted to Buyer on demand in accordance
with the provisions hereof; or (ii) the right to sue for specific performance of
this Agreement (with a credit for the Earnest Money paid). Such remedies shall
be Buyer's exclusive remedies in the case of Seller's breach or default in
consideration of Seller's agreement to limit its remedies as set forth in
Section 9.2.
SECTION 9.2
Buyer's Default: If the sale and purchase of the Property
contemplated by this Agreement is not consummated because of Buyer's default,
failure or refusal to perform hereunder, Seller shall be entitled, as its sole
and exclusive remedy hereunder or