LIMITATION THE DOCUMENTS
LISTED IN EXHIBIT "D", ATTACHED HERETO (THE "PROPERTY DOCUMENTS").
TO SELLER'S
ACTUAL KNOWLEDGE, THE ITEMS DELIVERED TO BUYER PURSUANT TO THIS SECTION 3.4
SHALL BE ACCURATE AND COMPLETE COPIES OF ALL OF THE PROPERTY DOCUMENTS AFFECTING
THE PROPERTY.
SELLER ALSO SHALL MAKE AVAILABLE TO BUYER, IN SELLER'S OFFICE,
ALL OF SELLER'S BOOKS AND RECORDS WITH RESPECT TO THE PROPERTY.
3.5
MAINTENANCE OF PROPERTY; NEW LEASES.
SELLER SHALL MAINTAIN THE
PROPERTY IN THE CONDITION EXISTING ON THE DATE HEREOF, REASONABLE WEAR AND TEAR
EXCEPTED.
DURING THE PERIOD FROM THE EXECUTION DATE TO THE EARLIER OF THE
CLOSING OR TERMINATION OF THIS AGREEMENT, SELLER SHALL NOT ENTER INTO ANY
LEASES, CONTRACTS OR OTHER AGREEMENTS OR UNDERSTANDINGS WHICH WOULD BE BINDING
ON THE PROPERTY AFTER THE CLOSING OR RESULT IN ANY LIABILITY TO BUYER UPON OR
AFTER BUYER'S PURCHASE OF THE PROPERTY, UNLESS BUYER PROVIDES ITS WRITTEN
CONSENT TO SELLER ENTERING INTO SUCH AGREEMENTS, WHICH CONSENT BUYER MAY
WITHHOLD IN ITS SOLE AND ABSOLUTE DISCRETION.
3.6
VIOLATIONS.
OTHER THAN WITH RESPECT TO THE ENVIRONMENTAL CONDITION
OF THE PROPERTY AS DISCLOSED IN THE PROPERTY DOCUMENTS, SELLER HAS NOT RECEIVED
ANY WRITTEN NOTICE THAT THE PROPERTY IS IN VIOLATION OF ANY LAW, ZONING OR
BUILDING CODE.
3.7
KNOWLEDGE.
WHEN USED IN THIS ARTICLE, "SELLER'S ACTUAL KNOWLEDGE"
SHALL BE LIMITED TO THE ACTUAL KNOWLEDGE OF SELLER'S EMPLOYEES AS OF THE DATE
HEREOF, WHO HAVE NOT UNDERTAKEN ANY SPECIAL DUTY OF INVESTIGATION OR INQUIRY
WITH RESPECT TO THE SUBJECT MATTER OF THE REPRESENTATIONS AND WARRANTIES CONTAIN
IN THIS ARTICLE.
4.
BUYER'S REPRESENTATIONS, WARRANTIES AND COVENANTS.
BUYER HEREBY
REPRESENTS, WARRANTS AND ACKNOWLEDGES TO SELLER AND COVENANTS WITH SELLER AS
FOLLOWS:
4.1
AUTHORITY.
BUYER HAS THE POWER AND AUTHORITY TO ENTER INTO AND TO
PERFORM ALL OF BUYER'S OBLIGATIONS PURSUANT TO THIS AGREEMENT AND TO PURCHASE
THE PROPERTY ON THE TERMS AND CONDITIONS SET FORTH HEREIN. NO CONSENT OF ANY
OTHER PARTY IS REQUIRED IN ORDER FOR BUYER TO PERFORM ANY OF ITS OBLIGATIONS
HEREUNDER.
4.2
NO CONFLICT.
THIS AGREEMENT AND BUYER'S PURCHASE OF THE PROPERTY
HEREUNDER DO NOT VIOLATE ANY MATERIAL TERMS OR PROVISIONS OF ANY CONTRACT TO
WHICH BUYER IS A PARTY.
4.3
CONFIDENTIALITY.
UNTIL THE CLOSING DATE SHALL OCCUR, BUYER SHALL
KEEP IN CONFIDENCE AND NOT DISCLOSE ANY INFORMATION OR DOCUMENTS IT RECEIVES
FROM SELLER OR THE TERMS AND CONDITIONS OF THIS AGREEMENT TO ANY PERSON, FIRM OR
ENTITY WITHOUT THE PRIOR WRITTEN AUTHORIZATION OF SELLER, EXCEPT THAT THE
INFORMATION MAY BE DISCLOSED TO (I) BUYER'S PARTNERS,
3
DIRECTORS, OFFICERS, EXISTING AND POTENTIAL FINANCIAL SOURCES, ASSIGNEES,
LAWYERS, CONSULTANTS, AND REPRESENTATIVES, INCLUDING BUYER'S AGENTS (AS DEFINED
IN SECTION 5.2.1 BELOW) AS NEEDED TO ENABLE BUYER TO COMPLETE ITS OBLIGATIONS OR
EXERCISE ITS RIGHTS HEREUNDER, PROVIDED THAT BUYER OBTAIN A WRITTEN AGREEMENT
FROM SUCH ENTITIES AND PERSONS TO MAINTAIN THE CONFIDENTIALITY OF SUCH
INFORMATION AND DOCUMENTS, OR (II) AS REQUIRED BY LAW OR BY REGULATORY OR
JUDICIAL PROCESS.
4.4
"AS IS" PURCHASE.
OTHER THAN AS EXPRESSLY SET FORTH IN THIS
AGREEMENT, (A) BUYER ACKNOWLEDGES