BE RETURNED BY PURCHASER TO SELLER AS A CONDITION TO RETURN OF THE DEPOSIT
TO PURCHASER (IF PURCHASER IS OTHERWISE ENTITLED TO SUCH DEPOSIT PURSUANT TO THE
TERMS OF THIS CONTRACT) IF THIS CONTRACT IS TERMINATED FOR ANY REASON.
PURCHASER SHALL NOT IN ANY WAY BE ENTITLED TO RELY UPON THE ACCURACY OF SUCH
INFORMATION AND MATERIALS.
PURCHASER RECOGNIZES AND AGREES THAT THE MATERIALS
AND OTHER DOCUMENTS AND INFORMATION DELIVERED OR MADE AVAILABLE BY SELLER
PURSUANT TO THIS CONTRACT MAY NOT BE COMPLETE OR CONSTITUTE ALL OF SUCH
DOCUMENTS WHICH ARE IN SELLER'S POSSESSION OR CONTROL, BUT ARE THOSE THAT ARE
READILY AVAILABLE TO SELLER AFTER REASONABLE INQUIRY TO ASCERTAIN THEIR
AVAILABILITY.
PURCHASER UNDERSTANDS THAT, ALTHOUGH SELLER WILL USE COMMERCIALLY
REASONABLE EFFORTS TO LOCATE AND MAKE AVAILABLE THE MATERIALS AND OTHER
DOCUMENTS REQUIRED TO BE DELIVERED OR MADE AVAILABLE BY IT PURSUANT TO THIS
CONTRACT, PURCHASER WILL NOT RELY ON SUCH MATERIALS OR OTHER DOCUMENTS AS BEING
A COMPLETE AND ACCURATE SOURCE OF INFORMATION WITH RESPECT TO THE PROPERTY, AND
WILL INSTEAD IN ALL INSTANCES RELY EXCLUSIVELY ON ITS OWN INSPECTIONS AND
CONSULTANTS WITH RESPECT TO ALL MATTERS WHICH IT DEEMS RELEVANT TO ITS DECISION
TO ACQUIRE, OWN AND OPERATE THE PROPERTY.
NOTHING HEREIN SHALL LIMIT IN ANY WAY
SELLER' REPRESENTATIONS OR PURCHASER'S RIGHTS WITH RESPECT THERETO.
3.5.3
THE PROVISIONS OF THIS SECTION 3.5 SHALL SURVIVE THE CLOSING AND
DELIVERY OF THE DEED TO PURCHASER.
3.6
PROPERTY CONTRACTS.
ON OR BEFORE THE EXPIRATION OF THE
FEASIBILITY PERIOD, PURCHASER MAY DELIVER WRITTEN NOTICE TO SELLER (A "PROPERTY
CONTRACTS NOTICE") SPECIFYING THE PROPERTY CONTRACTS OF SELLER WHICH PURCHASER
DESIRES TO TERMINATE AT THE CLOSING (THE "TERMINATED CONTRACTS"); PROVIDED THAT
(A) THE EFFECTIVE DATE OF SUCH TERMINATION AFTER CLOSING SHALL BE SUBJECT TO THE
EXPRESS TERMS OF SUCH TERMINATED CONTRACTS (AND, TO THE EXTENT THAT THE
EFFECTIVE DATE OF TERMINATION OF ANY TERMINATED CONTRACT IS AFTER THE CLOSING
DATE, PURCHASER SHALL BE DEEMED TO HAVE ASSUMED ALL OF SELLER'S OBLIGATIONS
UNDER SUCH TERMINATED CONTRACT AS OF THE CLOSING DATE), (B) IF ANY THE PROPERTY
CONTRACTS CANNOT BY ITS TERMS BE TERMINATED, IT SHALL BE ASSUMED BY PURCHASER
AND NOT BE A TERMINATED CONTRACT, AND (C) TO THE EXTENT THAT ANY SUCH TERMINATED
CONTRACT REQUIRES PAYMENT OF A PENALTY, PREMIUM OR DAMAGES, INCLUDING LIQUIDATED
DAMAGES, FOR CANCELLATION, PURCHASER SHALL BE SOLELY RESPONSIBLE FOR THE PAYMENT
OF ANY SUCH CANCELLATION FEES, PENALTIES OR DAMAGES, INCLUDING LIQUIDATED
DAMAGES.
IF PURCHASER FAILS TO DELIVER THE PROPERTY CONTRACTS NOTICE TO SELLER
ON OR BEFORE THE EXPIRATION OF THE FEASIBILITY PERIOD, THERE SHALL BE NO
TERMINATED CONTRACTS AND PURCHASER SHALL ASSUME ALL PROPERTY CONTRACTS OF SELLER
AT THE CLOSING.
TO THE EXTENT THAT THE PROPERTY CONTRACTS TO BE ASSUMED BY
PURCHASER (INCLUDING THE PROPERTY CONTRACTS THAT, BECAUSE OF ADVANCE NOTICE
REQUIREMENTS, WILL BE TEMPORARILY ASSUMED BY PURCHASER PENDING THE EFFECTIVE
DATE OF TERMINATION AFTER THE CLOSING DATE) IS EITHER (I) ASSIGNABLE BUT
REQUIRES THE APPLICABLE VENDOR TO CONSENT TO THE ASSIGNMENT OR ASSUMPTION OF THE
PROPERTY CONTRACT BY SELLER