Relationship of the Purchaser and the Seller, Etc. (a) The Parties acknowledges and agrees that: (i) the Seller is acting solely in the capacity of a seller respecting this Agreement and the other Purchase Documents; (ii) the sole relationship of the Seller with the Purchaser under the Purchase Documents is that of arm's-length seller and purchaser, respectively, and no term or provision of this Agreement or any other Purchase Document is intended to create, nor shall any such term or provision be deemed or construed to have created, any joint venture, partnership, trust, agency or other fiduciary or advisory relationship with the Purchaser, any of its subsidiaries, or any of their respective Affiliates; (iii) the Purchaser is experienced in the ownership, operation and financing of its current and contemplated business, assets and properties; (iv) the Purchaser has independently and fully reviewed and evaluated the Purchase Documents, the transactions contemplated thereunder and the potential effects of such transactions on the assets, business, operations, properties and condition (financial or otherwise) of each of the Purchaser, SPG and the subsidiaries and Affiliates of the Purchaser (if any), which review and evaluation was made together with counsel and (to the extent deemed prudent by the Purchaser) financial and other advisors to the Purchaser; and (v) neither the Purchaser nor any of its Affiliates is relying upon (A) the expertise, business acumen or advice of the Seller in connection with any aspect of the ownership, operation or financing of its business, assets or properties or its condition (financial or otherwise), or (B) any oral or written advice, analysis or assurance of any kind whatsoever from the Seller.
