duties
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hereunder, except with respect to actions or omissions taken or made by the
Escrow Agent in bad faith, in disregard of this Agreement or involving
negligence on the part of the Escrow Agent.
Section 13.5
Buyer shall pay any income taxes on any interest earned on the
Escrow Deposits. Buyer represents and warrants to the Escrow Agent that its
taxpayer identification number is as set forth adjacent to Buyer's signature on
the signature page to this Agreement.
Section 13.6
The Escrow Agent has executed this Agreement in the place
indicated on the signature page hereof in order to confirm that the Escrow Agent
has received and shall hold the Escrow Deposits in escrow, and shall disburse
the Escrow Deposits pursuant to the provisions of this Article 13.
The provisions of this Article 13 shall survive the Closing (and not be merged
therein) or earlier termination of this Agreement.
ARTICLE 14. DISCLAIMERS AND WAIVERS
Section 14.1
NO RELIANCE ON DOCUMENTS. EXCEPT AS EXPRESSLY STATED HEREIN,
SELLER MAKES NO REPRESENTATION OR WARRANTY AS TO THE TRUTH, ACCURACY OR
COMPLETENESS OF ANY MATERIALS, DATA OR INFORMATION DELIVERED BY SELLER OR ANY
SELLER PARTY TO BUYER IN CONNECTION WITH THE TRANSACTION CONTEMPLATED HEREBY.
BUYER ACKNOWLEDGES AND AGREES THAT ALL MATERIALS, DATA AND INFORMATION DELIVERED
BY SELLER TO BUYER IN CONNECTION WITH THE TRANSACTION CONTEMPLATED HEREBY ARE
PROVIDED TO BUYER AS A CONVENIENCE ONLY AND THAT ANY RELIANCE ON OR USE OF SUCH
MATERIALS, DATA OR INFORMATION BY BUYER SHALL BE AT THE SOLE RISK OF BUYER,
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN. NEITHER SELLER. NOR ANY AFFILIATE
OF SELLER, NOR THE PERSON OR ENTITY WHICH PREPARED ANY REPORT OR REPORTS
DELIVERED BY SELLER TO BUYER SHALL HAVE ANY LIABILITY TO BUYER FOR ANY
INACCURACY IN OR OMISSION FROM ANY SUCH REPORTS.
Section 14.2
AS-IS SALE; DISCLAIMERS. BUYER ACKNOWLEDGES AND AGREES THAT EXCEPT
AS EXPRESSLY SET FORTH IN THIS AGREEMENT, SELLER IS NOT MAKING, HAS NOT AT ANY
TIME MADE, AND SPECIFICALLY NEGATES AND DISCLAIMS, ANY WARRANTIES OR
REPRESENTATIONS OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, WITH RESPECT TO
ANY PROPERTY OR PROPERTIES, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OR
REPRESENTATIONS AS TO FITNESS FOR A PARTICULAR PURPOSE. BUYER ACKNOWLEDGES AND
AGREES THAT UPON CLOSING SELLER SHALL CONVEY TO BUYER AND BUYER SHALL ACCEPT
EACH PROPERTY "AS IS WHERE IS, WITH ALL FAULTS". EXCEPT TO THE EXTENT EXPRESSLY
PROVIDED OTHERWISE IN THIS AGREEMENT, THE PROPERTY LEASES, THE MASTER AGREEMENTS
OR IN ANY OTHER DOCUMENT EXECUTED BY SELLER AND DELIVERED TO BUYER AT CLOSING.
BUYER HAS NOT RELIED AND WILL NOT RELY ON, AND SELLER IS NOT LIABLE FOR OR BOUND
BY, ANY EXPRESS OR IMPLIED WARRANTIES,
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GUARANTIES, STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO ANY
PROPERTY OR PROPERTIES OR RELATING THERETO (INCLUDING SPECIFICALLY, WITHOUT
LIMITATION, OFFERING PACKAGES DISTRIBUTED WITH RESPECT TO THE PROPERTIES) MADE
OR FURNISHED BY SELLER, ANY SELLER PARTY, OR ANY ADVISOR, REAL ESTATE BROKER OR
AGENT REPRESENTING OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER MADE OR