terminated for
any reason, Purchaser shall promptly return to Seller all of the documents and
information theretofore delivered to Purchaser by Seller in connection with this
Contract, including, without limitation, all documents recited in Section 3.03
hereof, plus every report of findings obtained pursuant to Section 3.06 hereof,
and all copies of any of the foregoing documents made by Purchaser, but without
representation, warranty or liability therefor. At any time prior to the Closing
Date, or at any time if this Contract is terminated, Purchaser shall not deliver
any of the documents theretofore delivered to Purchaser by Seller or obtained by
Purchaser pursuant to Section 3.06 hereof, or otherwise transmit any of the
information contained in any such documents, to any third party except
Purchaser's counsel, lenders, partners, consultants and other advisors, engaged
to help Purchaser in its analysis of the Property, on a need-to-know basis,
provided such individuals are advised of and agree to the same burdens of
confidentiality and nondisclosure as Purchaser. Purchaser agrees to indemnify
and hold Seller harmless from and against any actual loss, injury, damage,
claim, lien, cost or expenses, including reasonable attorneys' fees, arising
from a breach of the foregoing confidentiality agreement. The covenants set
forth in this Section 3.07 shall survive the termination or Closing of this
Contract. Except with respect to the Purchase Price, which shall remain
confidential, this Section 3.07 shall lapse and be of no further force or effect
after the Closing.
7
3.08. PROPERTY CONDITION. PURCHASER ACKNOWLEDGES THAT PURCHASER HAS
INSPECTED OR WILL INSPECT THE PROPERTY PURSUANT TO THE PROVISIONS OF SECTION
3.06 HEREOF, TO ITS SATISFACTION AND IS QUALIFIED OR WILL RETAIN PERSONS THAT
ARE QUALIFIED TO MAKE SUCH INSPECTION. PURCHASER ACKNOWLEDGES THAT IT IS FULLY
RELYING ON PURCHASER'S (OR PURCHASER'S REPRESENTATIVES') INSPECTIONS OF THE
PROPERTY AND NOT UPON ANY STATEMENTS (ORAL OR WRITTEN) WHICH MAY HAVE BEEN MADE
OR MAY BE MADE (OR PURPORTEDLY MADE) BY SELLER OR ANY OF ITS REPRESENTATIVES
EXCEPT FOR SELLER'S REPRESENTATIONS AS EXPRESSLY SET FORTH HEREIN OR IN ANY OF
THE DOCUMENTS DELIVERED AT CLOSING. PURCHASER ACKNOWLEDGES THAT PURCHASER HAS
(OR PURCHASER'S REPRESENTATIVES HAVE), OR PRIOR TO THE CLOSING DATE WILL HAVE,
THE OPPORTUNITY TO THOROUGHLY INSPECT AND EXAMINE THE PROPERTY TO THE EXTENT
DEEMED NECESSARY BY PURCHASER IN ORDER TO ENABLE PURCHASER TO EVALUATE THE
CONDITION OF THE PROPERTY AND ALL OTHER ASPECTS OF THE PROPERTY (INCLUDING, BUT
NOT LIMITED TO, THE ENVIRONMENTAL CONDITION OF THE PROPERTY, PROVIDED SELLER
GRANTS CONSENT AS REQUIRED PURSUANT TO SECTION 3.06 HEREOF), AND PURCHASER
ACKNOWLEDGES THAT PURCHASER IS RELYING SOLELY UPON ITS OWN (OR ITS
REPRESENTATIVES') INSPECTION, EXAMINATION AND EVALUATION OF THE PROPERTY. AS A
MATERIAL PART OF THE CONSIDERATION FOR THIS CONTRACT AND THE PURCHASE, PURCHASER
HEREBY AGREES TO ACCEPT THE PROPERTY ON THE CLOSING DATE IN ITS "AS IS", "WHERE
IS" CONDITION, AND WITH ALL FAULTS, AND WITHOUT REPRESENTATIONS AND WARRANTIES
OF ANY KIND, EXPRESS OR IMPLIED, OR ARISING BY OPERATION OF LAW, EXCEPT AS
EXPRESSLY SET FORTH HEREIN OR IN ANY