America Online 2010 Annual Report Download - page 147

EXPRESS WARRANTY OR REPRESENTATION WHATSOEVER BY SELLER, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR
IN ANY OF THE SELLER'S CLOSING DELIVERIES (AS DEFINED IN SECTION 7.2); (ii) CLOSING HEREUNDER WILL BE DEEMED
ACCEPTANCE BY PURCHASER OF THE PROPERTY IN ITS THEN EXISTING "AS IS" CONDITION, EXCEPT AS EXPRESSLY SET FORTH IN
THIS AGREEMENT; AND (iii) NEITHER SELLER NOR ANY OF SELLER'S EMPLOYEES, AGENTS OR REPRESENTATIVES HAVE MADE ANY
WARRANTIES, REPRESENTATIONS OR AGREEMENTS BY OR ON BEHALF OF SELLER NOT EXPRESSLY SET FORTH IN THIS AGREEMENT
OR IN ANY OF THE SELLER'S CLOSING DELIVERIES AS TO ANY MATTERS CONCERNING THE PROPERTY, THE PRESENT USE OR
CONDITION OF THE PROPERTY, OR THE SUITABILITY OF THE PROPERTY FOR PURCHASER'S INTENDED USE THEREOF. PURCHASER
AGREES THAT EXCEPT AS EXPRESSLY REQUIRED IN THIS AGREEMENT AND SUBJECT TO SELLER'S OBLIGATIONS UNDER THE
LEASES, SELLER SHALL HAVE NO OBLIGATION WHATSOEVER TO REPAIR OR MAKE IMPROVEMENTS TO THE PROPERTY AND THAT
PURCHASER SHALL HAVE NO OFFSET OR OTHER RIGHTS AGAINST SELLER RELATING TO SAME. PURCHASER SPECIFICALLY
ACKNOWLEDGES THAT, EXCEPT AS EXPRESSLY PROVIDED IN SECTION 6.1.9, SELLER DOES NOT WARRANT THE ACCURACY OR
COMPLETENESS OF ANY THIRD-PARTY REPORTS OR OTHER WRITTEN MATERIALS PREPARED BY THIRD PARTIES WHICH MAY BE
DISCLOSED BY OR DELIVERED BY SELLER TO PURCHASER, AND THAT PURCHASER HAS NOT RELIED AND WILL NOT RELY IN ANY
WAY ON ANY SUCH MATERIALS. PURCHASER IS RELYING AND WILL RELY SOLELY ON PURCHASER'S OWN INSPECTIONS AND DUE
DILIGENCE IN PROCEEDING TO PURCHASE THE PROPERTY.
ARTICLE 5
CONDITIONS PRECEDENT
5.1 Conditions Precedent to Purchaser's Obligations. Purchaser's obligation to purchase the Property or otherwise to perform any obligation provided in
this Agreement shall be conditioned expressly upon the satisfaction or waiver of each of the following conditions on or before the Closing Date:
5.1.1 Representations and Warranties True. The representations and warranties of Seller contained in this Agreement shall be (A) true and correct as of
the Effective Date and (B) true and correct in all material respects as of the Closing, as if made at and as of such time, except where the failure of
such representations and warranties to be so true and correct as of the Closing Date would not reasonably be expected to have a material adverse
effect on Purchaser's ownership or operation of the Property.
5.1.2 Performance. Seller shall have performed, or tendered performance of, all agreements and covenants required by this Agreement to be performed
by it prior to or at the Closing Date in all material respects.
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