with the assignment of the Partnership Interests to
Purchaser shall be split equally by Purchaser and the Partnership.
Purchaser
shall pay for the costs of the title search and the premium for issuance of the
owner's and lender's Title Policy and any endorsements thereto. Purchaser shall
remain solely responsible for the payment of all costs and fees associated with
any and all updates to the Existing Survey (as hereinafter defined) and any and
all costs and fees incurred by Purchaser in the performance of its due diligence
investigation and studies of the Property.
The reasonable escrow fees of the
Escrow Agent, if any, shall be paid one-half by the Partnership and one-half by
Purchaser.
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ARTICLE 4
TITLE AND CONDITION OF PROPERTY
4.1
Title.
Purchaser shall have the right to
obtain an update (the "Updated Survey") to any existing survey (the "Existing
Survey"), at its sole cost and expense.
4.2
Condition of Property.
(a)
PURCHASER ACKNOWLEDGES AND AGREES THAT,
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER SELLER, NOR ANY AGENT
OR REPRESENTATIVE OF SELLER HAS MADE, AND SELLER IS NOT LIABLE OR RESPONSIBLE
FOR OR BOUND IN ANY MANNER BY, ANY EXPRESS OR IMPLIED REPRESENTATIONS,
WARRANTIES, COVENANTS, AGREEMENTS, OBLIGATIONS, GUARANTEES, STATEMENT,
INFORMATION OR INDUCEMENTS PERTAINING TO THE PROPERTY OR ANY PART THEREOF, TITLE
TO THE PROPERTY, THE PHYSICAL CONDITION THEREOF, THE ENVIRONMENTAL CONDITION
THEREOF, THE FITNESS AND QUALITY THEREOF, THE INCOME EXPENSES OR OPERATION
THEREOF, AND THE VALUE AND PROFITABILITY THEREOF, THE USES WHICH CAN BE MADE
THEREOF, CURRENT AND FUTURE ZONING, THE SUITABILITY OF THE PROPERTY OR ANY
PORTION THEREOF FOR RENOVATION OR CONSTRUCTION, OR ANY OTHER MATTER OR THING
WHATSOEVER WITH RESPECT THERETO. EXCEPT AS EXPRESSLY SET FORTH IN THIS
AGREEMENT, PURCHASER FOREVER RELEASES AND DISCHARGES SELLER FROM ANY AND ALL
OBLIGATIONS WITH RESPECT TO THE FOREGOING, INCLUDING, BUT NOT LIMITED TO, ANY
AND ALL CLAIMS OR OTHER LIABILITIES WHATSOEVER WITH RESPECT THERETO. EXCEPT AS
EXPRESSLY SET FORTH IN THIS AGREEMENT, PURCHASER ACKNOWLEDGES,
10
AGREES, REPRESENTS AND WARRANTS THAT PURCHASER IS NOT RELYING UPON ANY
REPRESENTATION OR WARRANTY OF ANY SELLER PARTY (AS HEREINAFTER DEFINED), NOR ANY
BROKER OR REPRESENTATIVE OF SELLER, WHETHER IMPLIED, PRESUMED OR EXPRESSLY
PROVIDED AT LAW OR OTHERWISE, AND THAT IT HAS HAD SUCH ACCESS TO THE PROPERTY
AND TO INFORMATION AND DATA RELATING TO ALL OF SAME AS PURCHASER HAS CONSIDERED
NECESSARY, PRUDENT, APPROPRIATE OR DESIRABLE FOR THE PURPOSES OF THIS
TRANSACTION. WITHOUT LIMITING THE FOREGOING, PURCHASER ACKNOWLEDGES AND AGREES
THE PURCHASER IS PURCHASING THE PARTNERSHIP INTERESTS "AS-IS", EXCEPT AS
OTHERWISE SET FORTH HEREIN.
PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT
SELLER IS UNDER NO DUTY TO MAKE ANY INQUIRY REGARDING ANY MATTER THAT MAY OR
MAY NOT BE KNOWN TO ANY SELLER PARTY OR ANY BROKER OF SELLER.
THIS
SECTION SHALL SURVIVE THE CLOSING, OR, IF THE CLOSING DOES NOT OCCUR, SHALL
SURVIVE THE TERMINATION OF THIS AGREEMENT.
(b)
Without limiting the terms and conditions of
Article 4.2(a) above, none of the Whitehall Sellers or the GMH Sellers warrant