HAS HERETOFORE PROVIDED TO
PURCHASER THE DOCUMENTS SET FORTH ON SCHEDULE 4 (TOGETHER WITH ANY OTHER
DOCUMENTS OR INFORMATION PROVIDED BY SELLER OR ITS AGENTS TO PURCHASER WITH
RESPECT TO THE PROPERTY, THE " MATERIALS") OR HAS MADE THE SAME AVAILABLE TO
PURCHASER ON A SECURE WEB SITE (PURCHASER AGREES THAT ANY ITEM TO BE DELIVERED
BY SELLER UNDER THIS CONTRACT SHALL BE DEEMED DELIVERED TO THE EXTENT AVAILABLE
TO PURCHASER ON SUCH SECURED WEB SITE).
TO THE EXTENT THAT PURCHASER DETERMINES
THAT ANY OF THE MATERIALS HAVE NOT BEEN MADE AVAILABLE OR DELIVERED TO PURCHASER
PURSUANT TO THIS SECTION 3.4.1OR PURCHASER REQUESTS ANY OTHER DOCUMENT OR
MATERIAL RELATED TO THE PROPERTY, PURCHASER SHALL NOTIFY SELLER AND SELLER SHALL
USE COMMERCIALLY REASONABLE EFFORTS TO PROMPTLY DELIVER THE SAME TO PURCHASER.
3.4.2
IN PROVIDING THE MATERIALS TO PURCHASER, OTHER THAN SELLER'S
REPRESENTATIONS, SELLER MAKES NO REPRESENTATION OR WARRANTY, EXPRESS, WRITTEN,
ORAL, STATUTORY, OR IMPLIED, AND ALL SUCH REPRESENTATIONS AND WARRANTIES ARE
HEREBY EXPRESSLY EXCLUDED AND DISCLAIMED.
EXCEPT AS OTHERWISE EXPRESSLY
PROVIDED IN THIS CONTRACT, ALL MATERIALS ARE PROVIDED FOR INFORMATIONAL PURPOSES
ONLY AND, TOGETHER WITH ALL THIRD-PARTY REPORTS, SHALL BE RETURNED BY PURCHASER
TO SELLER (OR THE DESTRUCTION THEREOF SHALL BE CERTIFIED IN WRITING BY PURCHASER
TO SELLER) IF THIS CONTRACT IS TERMINATED FOR ANY REASON.
RECOGNIZING THAT THE
MATERIALS 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 AND REASONABLY AVAILABLE
TO SELLER, PURCHASER SHALL NOT IN ANY WAY BE ENTITLED TO RELY UPON THE
COMPLETENESS OR ACCURACY OF THE MATERIALS (EXCEPT TO THE EXTENT EXPRESSLY SET
FORTH IN SELLER'S REPRESENTATIONS OR AS OTHERWISE SET FORTH EXPRESSLY IN THE
CONTRACT) 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.
3.5
PROPERTY CONTRACTS.
No later than five (5) Business Days prior to the Closing Date, Purchaser may
deliver written notice to Seller (the " Property Contracts Notice") specifying
any Property Contracts which Purchaser desires to terminate at the Closing (the
" Terminated Contracts"); provided that (a) the effective date of such
termination on or after Closing shall be subject to the express terms of such
Terminated Contracts, (b) if any such Property Contract cannot by its terms be
terminated at Closing, 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, Seller 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 on or before the date
specified above, there shall be no Terminated Contracts and Purchaser shall
assume all Property Contracts at the Closing.
If Purchaser delivers the
Property Contracts