CURRENT OR FUTURE REAL ESTATE TAX
LIABILITY, ASSESSMENT OR VALUATION OF THE PREMISES, THE AVAILABILITY OF ANY
FINANCING FOR THE ACQUISITION, ALTERATION, REHABILITATION OR OPERATION OF THE
PREMISES FROM ANY SOURCE, INCLUDING, WITHOUT LIMITATION, ANY STATE, CITY OR
FEDERAL GOVERNMENT OR LENDER OR ANY INSTITUTIONAL LENDER, THE CURRENT OR FUTURE
USE OF THE PREMISES, INCLUDING, WITHOUT LIMITATION, THE PREMISES USE FOR
RESIDENTIAL (INCLUDING HOTEL, COOPERATIVE OR CONDOMINIUM USE) OR COMMERCIAL
PURPOSES, THE PRESENT AND FUTURE CONDITION AND OPERATING STATE OF ANY AND ALL
MACHINERY OR EQUIPMENT ON THE PREMISES AND THE PRESENT OR FUTURE STRUCTURAL AND
PHYSICAL CONDITION OF ANY BUILDING OR ITS SUITABILITY FOR REHABILITATION OR
RENOVATION, THE ZONING OR LEGAL STATUS OF THE PREMISES, THE OWNERSHIP OR STATE
OF TITLE OF ANY PERSONAL PROPERTY ON THE PREMISES, QUANTITY, QUALITY OR
CONDITION OF THE PERSONAL PROPERTY OR FIXTURES OR OF THE LABOR AND MATERIAL
FURNISHED AT OR TO THE PREMISES, THE USE OR OCCUPANCY OF THE PREMISES OR ANY
PART THEREOF, OR ANY OTHER MATTER OR THING AFFECTING OR RELATING TO THE PREMISES
OR THE TRANSACTIONS CONTEMPLATED HEREBY, EXCEPT AS SPECIFICALLY SET FORTH IN
THIS AGREEMENT. PURCHASER HAS NOT RELIED AND IS NOT RELYING UPON ANY
REPRESENTATIONS OR WARRANTIES, OR UPON ANY STATEMENTS MADE IN ANY INFORMATIONAL
MATERIALS WITH RESPECT TO THE PREMISES PROVIDED BY SELLER OR ANY OTHER PERSON OR
ENTITY, OR ANY SHAREHOLDER, EMPLOYEE, AGENT, ATTORNEY OR OTHER PERSON
REPRESENTING OR PURPORTING TO REPRESENT SELLER, OTHER THAN THE REPRESENTATIONS
AND WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT. THE PARTIES HERETO AGREE
THAT THE PERSONAL PROPERTY INCLUDED IN THIS SALE, WHICH IS OR MAY BE ATTACHED TO
OR USED IN CONNECTION WITH THE PREMISES, HAS NO SIGNIFICANT SEPARATE VALUE
EXCEPT IN CONJUNCTION WITH THE REAL PROPERTY. NO PART OF THE PURCHASE PRICE IS
ATTRIBUTABLE TO THE PERSONAL PROPERTY. THE PROVISIONS OF THIS ARTICLE 24 SHALL
SURVIVE THE CLOSING.
-43-
18848190v.10
2.
Environmental Matters.
Without limiting the generality of Article 24, Purchaser acknowledges that it
has had an opportunity to conduct its own investigation of the Premises with
regard to Hazardous Materials and compliance of the Premises with Relevant
Environmental Laws. Purchaser is aware (or has had sufficient opportunity to
become aware) of the environmental, biological and pathogenic conditions of,
affecting or related to the Premises and Purchaser agrees to take the Premises
subject to such conditions. Purchaser agrees to assume all costs and liabilities
arising out of or in any way connected to the Premises, including, but not
limited to those arising out of Hazardous Materials and Relevant Environmental
Laws. Purchaser hereby releases Seller, its principals and affiliates, and their
respective officers, directors, members, managers, partners, agents, employees,
successors and assigns, from and against any and all claims, counterclaims and
causes of action which Purchaser may now or in the future have against any of
the foregoing parties arising out of the existence of Hazardous Materials
affecting the Premises. The provisions of this Article 25 shall survive the
Closing.
3.
Tax Reduction Proceedings.
A.
If any tax