THE PROPERTY, THE
ENVIRONMENTAL CONDITION OF THE PROPERTY (INCLUDING THE PRESENCE OR ABSENCE OF
HAZARDOUS SUBSTANCES ON OR RESPECTING THE PROPERTY), THE COMPLIANCE OF THE
PROPERTY WITH APPLICABLE LAWS AND REGULATIONS (INCLUDING ZONING AND BUILDING
CODES OR THE STATUS OF DEVELOPMENT OR USE RIGHTS RESPECTING THE PROPERTY), THE
FINANCIAL CONDITION OF THE PROPERTY (WHETHER HISTORIC OR PROJECTED IN PRO FORMA
FIGURES OR OTHERWISE MADE AVAILABLE BY SELLER, MANAGER OR ANY OTHER PERSON) 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.
BUYER ACKNOWLEDGES THAT, DURING THE DUE DILIGENCE
PERIOD, BUYER WILL EXAMINE, REVIEW AND INSPECT ALL MATTERS WHICH IN BUYER'S
JUDGMENT BEAR UPON THE PROPERTY AND THEIR RESPECTIVE VALUES AND SUITABILITY FOR
BUYER'S PURPOSES.
EXCEPT AS TO MATTERS SPECIFICALLY SET FORTH IN SECTION 6.1.2
BELOW OR ELSEWHERE IN THIS AGREEMENT OR IN THE GROUND LEASE ASSIGNMENTS OR OTHER
CLOSING DOCUMENTS, BUYER 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.
1.1.29
LIMITED REPRESENTATIONS AND WARRANTIES OF SELLER.
SELLER
HEREBY REPRESENTS AND WARRANTS TO BUYER AS SET FORTH IN THIS SECTION 6.1.2.
FOR
THE PURPOSES OF THIS AGREEMENT AND THE DOCUMENTS TO BE DELIVERED PURSUANT
HERETO, REFERENCES TO "TO SELLER'S KNOWLEDGE" OR "SELLER'S ACTUAL KNOWLEDGE" OR
"SELLER HAS NO KNOWLEDGE" SHALL MEAN THE ACTUAL, PRESENT, CONSCIOUS KNOWLEDGE OF
JOSEPH FALLON, STEPHEN R. KARP OR STEVEN S. FISCHMAN (COLLECTIVELY, THE "SELLER
KNOWLEDGE INDIVIDUALS"), SUCH INDIVIDUALS BEING THE EXECUTIVES, OTHER
27
THAN PERSONS WORKING ON BEHALF OF THE MANAGER, WORKING ON BEHALF OF SELLER WHO
HAVE THE MOST KNOWLEDGE REGARDING THE PROPERTY ON THE DATE OF THIS AGREEMENT
WITHOUT ANY INVESTIGATION OR INQUIRY, BUT SUCH INDIVIDUALS SHALL NOT HAVE ANY
INDIVIDUAL LIABILITY IN CONNECTION HEREWITH.
WITHOUT LIMITING THE FOREGOING,
BUYER ACKNOWLEDGES THAT THE SELLER KNOWLEDGE INDIVIDUALS HAVE NOT PERFORMED AND
ARE NOT OBLIGATED TO PERFORM ANY INVESTIGATION OR REVIEW OF ANY FILES OR OTHER
INFORMATION IN THE POSSESSION OF SELLER, OR TO MAKE ANY INQUIRY OF ANY PERSONS,
OR TO TAKE ANY OTHER ACTIONS IN CONNECTION WITH THE REPRESENTATIONS AND
WARRANTIES OF SELLER SET FORTH IN THIS AGREEMENT.
NEITHER THE ACTUAL, PRESENT,
CONSCIOUS KNOWLEDGE OF ANY OTHER INDIVIDUAL OR ENTITY, NOR THE CONSTRUCTIVE
KNOWLEDGE OF THE SELLER KNOWLEDGE INDIVIDUALS OR OF ANY OTHER INDIVIDUAL OR
ENTITY, SHALL BE IMPUTED TO THE SELLER KNOWLEDGE INDIVIDUALS:
(i)
Due Organization and Authority.
Seller is a limited liability
company duly organized, validly existing and in good standing under the laws of
the State of Delaware and is qualified to do business in the Commonwealth of
Massachusetts.
Seller has full power and lawful authority to enter into and
carry out the terms and provisions of this Agreement and to execute and deliver
all documents which are contemplated by this Agreement, and all actions of
Seller necessary to confer such power and authority upon the persons executing
this Agreement (and