such title
matters by the Closing Date, the parties shall proceed to the Closing with
respect to such Property without any reduction of or credit against the Purchase
Price allocable to such Property, but an amount equal to the lesser of
(i) Purchaser's actual costs to remove, cure or otherwise satisfy any Title
Objections with respect to such Property and (ii) U.S. $50,000 will be credited
against the Property Deductible set forth in Section 8.5.
Section 5.5
Tenant Estoppel Certificates.
On or before the date
hereof, Seller shall have delivered to Purchaser fully completed and executed
estoppel certificates for all Seller Lease Agreements in substantially the form
attached hereto as Exhibit J, which shall be dated as of the Closing Date (the
"Estoppel").
The Estoppel shall be duly executed by the appropriate tenant
under the Seller Lease Agreements.
ARTICLE VI
"AS IS" TRANSACTION
Section 6.1
SALE "AS IS".
THE TRANSACTION CONTEMPLATED BY THIS
AGREEMENT HAS BEEN NEGOTIATED BETWEEN SELLER AND PURCHASER. THIS AGREEMENT
REFLECTS THE MUTUAL AGREEMENT OF SELLER AND PURCHASER, AND PURCHASER HAS
PREVIOUSLY CONDUCTED ITS OWN INDEPENDENT EXAMINATION AND DUE DILIGENCE REVIEW OF
THE PURCHASED ASSETS, INCLUDING ALL INFORMATION PROVIDED IN THE DATA ROOM.
EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, THE CONFIDENTIALITY
AND ACCESS AGREEMENT, THE SUPPLEMENTAL AGREEMENT OR THE SELLER LEASE AGREEMENTS,
PURCHASER HAS NOT RELIED UPON AND WILL NOT RELY UPON, EITHER DIRECTLY OR
INDIRECTLY, ANY REPRESENTATION OR WARRANTY OF SELLER OR ANY SELLER PARTY OR OF
ANY OF SELLER'S AGENTS OR REPRESENTATIVES, AND PURCHASER HEREBY ACKNOWLEDGES AND
AGREES THAT NO SUCH REPRESENTATIONS OR WARRANTIES HAVE BEEN MADE.
OTHER THAN THE MATTERS REPRESENTED IN SECTION 8.1 AND WARRANTIES IN ANY
CONVEYANCE DOCUMENTS, SELLER SPECIFICALLY DISCLAIMS, AND NEITHER SELLER NOR ANY
OTHER PERSON IS MAKING, ANY REPRESENTATION, WARRANTY OR ASSURANCE WHATSOEVER TO
PURCHASER, AND NO WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EITHER
EXPRESS OR IMPLIED, ARE MADE BY SELLER OR RELIED UPON BY PURCHASER WITH RESPECT
TO THE STATUS OF TITLE TO OR THE MAINTENANCE, REPAIR, CONDITION, DESIGN OR
MARKETABILITY
18
OF THE PURCHASED ASSETS, OR ANY PORTION THEREOF, INCLUDING BUT NOT LIMITED TO
(a) ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY, (b) ANY IMPLIED OR
EXPRESS WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, (c) ANY IMPLIED OR EXPRESS
WARRANTY OF CONFORMITY TO MODELS OR SAMPLES OF MATERIALS, (d) ANY RIGHTS OF
PURCHASER UNDER APPROPRIATE STATUTES TO CLAIM DIMINUTION OF CONSIDERATION,
(e) ANY CLAIM BY PURCHASER FOR DAMAGES BECAUSE OF DEFECTS, WHETHER KNOWN OR
UNKNOWN, WITH RESPECT TO THE IMPROVEMENTS OR THE PERSONAL PROPERTY, (f) THE
FINANCIAL CONDITION OR PROSPECTS OF THE PURCHASED ASSETS AND (g) THE COMPLIANCE
OR LACK THEREOF OF THE REAL PROPERTY OR THE IMPROVEMENTS WITH GOVERNMENTAL
REGULATIONS, INCLUDING WITHOUT LIMITATION ENVIRONMENTAL LAWS, NOW EXISTING OR
HEREAFTER ENACTED OR PROMULGATED, IT BEING THE EXPRESS INTENTION OF SELLER AND
PURCHASER THAT, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE PURCHASED
ASSETS WILL BE CONVEYED AND TRANSFERRED TO PURCHASER IN THEIR PRESENT CONDITION
AND STATE OF REPAIR, "AS IS,