SURVIVE CLOSING, AND SHALL BE DEEMED INCORPORATED BY REFERENCE AND
22
BUSDOCS/1447877.5
MADE A PART OF ALL DOCUMENTS DELIVERED BY SELLER TO BUYER IN CONNECTION WITH THE
SALE OF THE PROPERTY.
21.2
CHANGE OF CONDITIONS. SUBJECT TO SELLER'S OBLIGATIONS UNDER
SUBSECTION 20.3 BELOW, BUYER SHALL CLOSE HEREUNDER AND ACCEPT THE PREMISES AND
THE PERSONAL PROPERTY AT THE TIME OF CLOSING IN THE SAME CONDITION AS THE SAME
ARE AS OF THE DATE OF THIS AGREEMENT, AS SUCH CONDITION SHALL HAVE CHANGED BY
REASON OF ORDINARY WEAR AND TEAR AND NATURAL DETERIORATION AND, SUBJECT TO
SECTIONS 16 AND 17 HEREOF, CONDEMNATION OR DAMAGE BY FIRE OR OTHER CASUALTY.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, BUYER SPECIFICALLY
ACKNOWLEDGES THAT THE FACT THAT ANY PORTION OF THE PREMISES OR THE PERSONAL
PROPERTY OR ANY EQUIPMENT OR MACHINERY THEREIN OR ANY PART THEREOF MAY NOT BE IN
WORKING ORDER OR CONDITION AT THE CLOSING DATE BY REASON OF ORDINARY WEAR AND
TEAR AND NATURAL DETERIORATION OR DAMAGE BY FIRE OR OTHER CASUALTY, OR BY REASON
OF ITS PRESENT CONDITION, SHALL NOT RELIEVE BUYER OF ITS OBLIGATION TO COMPLETE
CLOSING UNDER THIS AGREEMENT AND PAY THE FULL PURCHASE PRICE. EXCEPT AS PROVIDED
IN SUBSECTION (c) BELOW, SELLER HAS NO OBLIGATION TO MAKE ANY REPAIRS OR
REPLACEMENTS REQUIRED BY REASON OF ORDINARY WEAR AND TEAR AND NATURAL
DETERIORATION OR CONDEMNATION OR FIRE OR OTHER CASUALTY, BUT MAY, AT ITS OPTION
AND ITS COST (INCLUDING THE USE OF INSURANCE PROCEEDS AS HEREIN PROVIDED), MAKE
ANY SUCH REPAIRS AND REPLACEMENTS PRIOR TO THE CLOSING DATE.
21.3
Seller's Indemnity. Notwithstanding anything to the contrary
contained in this Agreement, Seller shall indemnify, defend and hold Buyer
harmless from any liability, claim, demand, loss, expense or damage
(collectively, "Loss") that is suffered or incurred by Buyer or the Partnership,
or any of their agents, employees, officers, directors, members, partners or
contractors which both (a) arises out of a third party claim (whether or not the
subject of a legal action) or an obligation in favor of a third party, and (b)
arises out of any act or omission, occurring prior to the Closing Date, of
Seller, or the Partnership, or any of their respective agents, employees,
officers, directors, members, partners or contractors (in each case to the
extent relating to the Premises or the Partnership) or otherwise arising out of
the ownership of operation of the Premises prior to the Closing Date, provided
that the foregoing indemnity shall not apply with respect to which Buyer has
actual knowledge of the basis thereof as of the Closing Date.
21.4
Seller's Liability. Notwithstanding anything in this Agreement
to the contrary, the maximum aggregate liability of Seller and the maximum
aggregate amount which may be awarded to and collected by Buyer (and/or those
claiming by, through and under Buyer) for any breaches of the representations
and warranties of Seller or other indemnification obligations of Seller
contained in this Agreement shall in no event exceed $2,000,000.00.
21.5
Insurance. In the event that Seller's insurance