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 OFFICERS AND EMPLOYEES
(INCLUDING SELLER'S OFFICE MANAGER) 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, 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.
3
4.4
"AS IS" PURCHASE. OTHER THAN AS EXPRESSLY SET FORTH IN THIS
AGREEMENT, (A) BUYER ACKNOWLEDGES AND AGREES THAT BUYER IS ACQUIRING THE
PROPERTY IN ITS "AS IS" CONDITION, WITH ALL FAULTS, IF ANY, AND WITHOUT ANY
WARRANTY, EXPRESS OR IMPLIED, AND (B) NEITHER SELLER NOR ANY AGENTS,
REPRESENTATIVES, OR EMPLOYEES OF SELLER HAVE MADE ANY REPRESENTATIONS OR
WARRANTIES, DIRECT OR INDIRECT, ORAL OR WRITTEN, EXPRESS OR IMPLIED, TO BUYER OR
BUYER'S AGENTS WITH RESPECT