for such a certificate or other authorization.
Section 6.33
No Other Representations or Warranties.
Purchaser agrees that, except for the representations and warranties made by any
one or more of the Seller, and expressly set forth in this Agreement and the
representations and warranties contained in the documents delivered by Seller at
Closing (collectively, the "Seller Representations") no Seller, Current
Operating Tenant or Current Manager or any of their respective representatives
have made (and shall not be construed as having made) to Purchaser or any
representatives thereof any representation or warranty of any kind, including,
without limitation, any representation or warranty as to the truth, accuracy or
completeness of any of the materials delivered to or received by Purchaser or
any of Purchaser's affiliates in connection with the transactions contemplated
hereby. PURCHASER ACKNOWLEDGES AND AGREES THAT PURCHASER IS ACQUIRING THE
PURCHASED PROPERTY "AS-IS, WHERE IS AND WITH ALL FAULTS" IN THE PRESENT
CONDITION OF EACH FACILITY, SUBJECT TO REASONABLE USE, WEAR AND TEAR, CASUALTY
AND CONDEMNATION, AS PROVIDED HEREIN, BETWEEN THE EFFECTIVE DATE AND
47
THE CLOSING DATE. IT IS UNDERSTOOD AND AGREED THAT, EXCEPT FOR THE SELLER
REPRESENTATIONS, NONE OF SELLER, CURRENT OPERATING TENANT OR CURRENT MANAGER, OR
ANY OF THEIR RESPECTIVE AFFILIATES IS MAKING NOR HAS AT ANY TIME MADE ANY
WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EXPRESSED OR IMPLIED,
WITH RESPECT TO THE PURCHASED PROPERTY OR SELLER, CURRENT OPERATING TENANT OR
CURRENT MANAGER, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OR
REPRESENTATIONS AS TO HABITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, TITLE, ZONING, TAX CONSEQUENCES, PHYSICAL OR ENVIRONMENTAL CONDITION,
UTILITIES, OPERATING HISTORY OR PROJECTIONS, VALUATION, GOVERNMENTAL APPROVALS,
OR THE COMPLIANCE OF SELLER OR THE PURCHASED PROPERTIES WITH APPLICABLE LAWS.
PURCHASER AND ITS AFFILIATES HAVE HAD THE OPPORTUNITY TO CONDUCT ALL INSPECTIONS
AND INVESTIGATIONS OF THE PURCHASED PROPERTY AND TO REVIEW OTHER MATERIALS
RELATING TO THE OPERATION OF THE PURCHASED PROPERTY AND THE BUSINESS. NONE OF
PURCHASER NOR ANY OF PURCHASER'S AFFILIATES HAS RELIED AND WILL NOT RELY ON, AND
NONE OF SELLER, OR CURRENT MANAGER, OR ANY OF THEIR RESPECTIVE AFFILIATES ARE
LIABLE FOR OR BOUND BY, ANY EXPRESSED OR IMPLIED WARRANTIES, GUARANTIES,
STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO ANY PURCHASED PROPERTY,
CURRENT OPERATING TENANT OR SELLER OR ANYTHING RELATING THERETO MADE OR
FURNISHED BY ANY REAL ESTATE BROKER, INVESTMENT BANKER OR AGENT REPRESENTING OR
PURPORTING TO REPRESENT SELLER, CURRENT OPERATING TENANT OR CURRENT MANAGER, OR
ANY OF THEIR RESPECTIVE AFFILIATES, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR
INDIRECTLY, ORALLY OR IN WRITING, UNLESS INCLUDED IN THE SELLER REPRESENTATIONS.
NOTWITHSTANDING THE FOREGOING, SELLER'S LIABILITY SHALL NOT BE LIMITED BY THIS
SECTION 6.33 IN THE EVENT THAT SELLER KNOWINGLY WITHHOLDS FROM PURCHASER ANY
INFORMATION THAT IS IN SELLER'S POSSESSION OR UNDER SELLER'S CONTROL, THE
DISCLOSURE OF WHICH IS REQUIRED TO MAKE ANY OF THE REPORTS OR OTHER WRITTEN
MATERIALS PREPARED BY ANY SELLER PARTY, CURRENT OPERATING TENANT OR CURRENT
MANAGER (INCLUDING ANY OF THEIR RESPECTIVE AFFILIATES) TRUE AND CORRECT IN ALL
MATERIAL RESPECTS. THE PROVISIONS OF