Section 4975 of the Code.
(n) Sellers and their officers and shareholders, and their respective
principals, shall not transfer the proceeds obtained as a result of this
Contract to any person listed on the Office of Foreign Assets Control list as
"Terrorists" and "Specially Designated Nationals and Blocked Persons", or
otherwise be in violation of the International Money Laundering Abatement and
Financial Anti-Terrorism Act of 2001.
WHENEVER REFERENCE IS MADE IN THIS CONTRACT TO SELLERS, KNOWLEDGE OR SIMILAR
LANGUAGE SUCH REFERENCE SHALL BE DEEMED LIMITED TO THE ACTUAL KNOWLEDGE OF MONTY
SUDER AND JAMES XINIS (TOGETHER, THE "KNOWLEDGE PARTY"). PURCHASER ACKNOWLEDGES
THAT THE KNOWLEDGE PARTY HAS NOT UNDERTAKEN ANY INDEPENDENT INVESTIGATION WITH
RESPECT TO THE MATTERS SET FORTH IN THIS CONTRACT. REFERENCES MADE IN THIS
CONTRACT TO SELLERS' KNOWLEDGE SHALL ALSO EXCLUDE ANY AND ALL CONSTRUCTIVE AND
IMPUTED KNOWLEDGE. PURCHASER AGREES THAT IT HAS INSPECTED AND WILL CONTINUE TO
INSPECT AND ASSESS THE PROPERTY DURING THE REVIEW PERIOD AND THAT PURCHASER WILL
RELY SOLELY UPON SUCH INSPECTION AND ASSESSMENT IN ELECTING WHETHER OR NOT TO
PURCHASE THE PROPERTY. IT IS UNDERSTOOD AND AGREED BY SELLERS AND PURCHASER THAT
PURCHASER IS PURCHASING THE PROPERTY "AS IS" AND "WHERE IS", AND WITH ALL FAULTS
AND DEFECTS, LATENT OR OTHERWISE, AND, EXCEPT AS EXPRESSLY SET FORTH IN THIS
CONTRACT AND THE CLOSING DOCUMENTS, SELLERS ARE MAKING NO REPRESENTATIONS OR
WARRANTIES, EXPRESS OR IMPLIED, BY OPERATION OF LAW OF OTHERWISE, WITH RESPECT
TO THE QUALITY, PHYSICAL CONDITION, COMPLIANCE WITH LAWS, TITLE, ENVIRONMENTAL
CONDITION OR ANY OTHER ASPECT OF OR VALUE OF THE PROPERTY. IN ADDITION TO AND
NOT IN LIMITATION OF THE FOREGOING, IT IS UNDERSTOOD AND AGREED BY SELLERS AND
PURCHASER THAT SELLERS MAKE NO WARRANTY OF HABITABILITY, SUITABILITY,
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR FITNESS FOR ANY PURPOSE
WITH REGARD TO THE IMPROVEMENTS. NOTWITHSTANDING ANYTHING IN THIS PARAGRAPH TO
THE CONTRARY, PURCHASER HAS NOT RELEASED SELLERS FROM AND SELLERS SHALL REMAIN
LIABLE FOR, ANY BREACH OF ANY REPRESENTATION, WARRANTY, COVENANT OR INDEMNITY
EXPRESSLY SET FORTH IN THIS CONTRACT OR IN ANY CLOSING DOCUMENT WHICH SURVIVES
THE CLOSING, ALL STRICTLY IN ACCORDANCE WITH AND SUBJECT TO THE LIMITATIONS
CONTAINED IN THIS CONTRACT. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED
ELSEWHERE IN THIS CONTRACT, PURCHASER, BY ITS SIGNATURE BELOW, UNCONDITIONALLY
AGREES THAT IT SHALL NOT BRING ANY CLAIM, ACTION, SUIT OR PROCEEDING AGAINST THE
KNOWLEDGE PARTY ON ACCOUNT OF ANY BREACH OF ANY REPRESENTATION OR WARRANTY MADE
IN THIS CONTRACT OR OTHERWISE ARISING OUT OF OR IN CONNECTION WITH THIS
CONTRACT, THE PURCHASER HEREBY AGREEING THAT ANY SUCH CLAIM, ACTION, SUIT OR
PROCEEDING SHALL BE BROUGHT SOLELY AGAINST SELLER AND THEN STRICTLY IN
ACCORDANCE WITH AND SUBJECT TO THE LIMITATIONS CONTAINED IN THIS CONTRACT. THE
PROVISIONS OF THIS PARAGRAPH SHALL SURVIVE CLOSING AND ANY TERMINATION OF THIS
CONTRACT.
Section 9.02. Purchaser's Representations. Purchaser hereby represents and
warrants to Sellers, as of the date hereof and as of the Closing Date, as
follows:
(a) Purchaser is a limited partnership, duly organized, validly existing