SECTIONS 12 AND 21 OF
THIS AGREEMENT, OTHER CONTINGENCIES OR SATISFACTION OF CONDITIONS AND PURCHASER
SHALL HAVE NO RIGHT TO TERMINATE THIS AGREEMENT OR RECEIVE A RETURN OF THE
DEPOSIT (OR THE ACCRUED INTEREST THEREON) EXCEPT AS EXPRESSLY PROVIDED FOR IN
THIS AGREEMENT.
(C)
SELLER HEREBY REPRESENTS TO PURCHASER AS FOLLOWS AS OF THE DATE
HEREOF (EACH A "REPRESENTATION"):
(I)
ATTACHED HERETO AS "SCHEDULE B" IS A CORRECT AND COMPLETE LIST OF
THE LEASES, LICENSES, OCCUPANCY AND OTHER AGREEMENTS FOR SPACE IN THE PREMISES.
(II)
AS OF THE MASTER LEASE TERMINATION DATE, THERE WILL BE NO
SERVICE, UNION, MAINTENANCE OR SUPPLY AGREEMENTS AFFECTING THE PREMISES AND
WHICH WILL BE BINDING ON PURCHASER AND THE MANAGEMENT AGREEMENT (THE "MANAGEMENT
AGREEMENT"), DATED JUNE
, 2004, BETWEEN TEACHERS INSURANCE AND ANNUITY
ASSOCIATION OF AMERICA, AS OWNER AND TEACHERS INSURANCE AND ANNUITY ASSOCIATION,
AS MANAGER WILL ALSO BE TERMINATED.
16
(III)
ATTACHED HERETO AS "SCHEDULE E" IS A CORRECT AND COMPLETE LIST OF
THE SECURITY DEPOSITS HELD BY SELLER UNDER THE EXISTING LEASES.
(IV)
THERE IS NO UNINSURED ACTION, SUIT, LITIGATION, HEARING OR
ADMINISTRATIVE PROCEEDING PENDING AGAINST OR, TO THE BEST OF SELLER'S KNOWLEDGE,
THREATENED IN WRITING, AGAINST SELLER WITH RESPECT TO ALL OR ANY PORTION OF THE
PREMISES OTHER THAN ONE PERSONAL INJURY LITIGATION COMMENCED BY A FORMER
EMPLOYEE OF SELLER.
(V)
THERE ARE NO CONDEMNATION OR EMINENT DOMAIN PROCEEDINGS PENDING
OR, TO THE BEST OF SELLER'S KNOWLEDGE, THREATENED, AGAINST THE PREMISES.
(VI)
SELLER:
(A) IS A DULY ORGANIZED AND VALIDLY EXISTING CORPORATION
IN GOOD STANDING UNDER THE LAWS OF NEW YORK, AND (B) HAS ALL REQUISITE POWER AND
AUTHORITY, AND HAS OBTAINED ANY NECESSARY CONSENTS REQUIRED, TO ENTER INTO AND
CARRY OUT THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
(VII)
COPIES OF INSURANCE CERTIFICATES SETTING FORTH COVERAGE MAINTAINED
WITH RESPECT TO THE PREMISES IS ATTACHED HERETO AS "SCHEDULE F" AND THE PREMIUMS
ON THE POLICIES EVIDENCED BY SUCH CERTIFICATES HAVE BEEN PAID IN FULL THROUGH
THE CLOSING DATE.
(VIII)
TRUE, CORRECT AND COMPLETE COPIES OF ALL EXISTING LEASES AND ALL
AMENDMENTS, MODIFICATIONS AND SUPPLEMENTS THEREOF HAVE BEEN DELIVERED TO
PURCHASER OR MADE AVAILABLE TO PURCHASER ON THE WEB SITE OF SELLER'S BROKER (AS
HEREINAFTER DEFINED).
(IX)
EXHIBIT D CONTAINS A TRUE, CORRECT AND COMPLETE LIST OF ALL
LEASING BROKERAGE, COMMISSION AND OTHER SIMILAR AGREEMENTS AFFECTING THE
EXISTING LEASES AND/OR THE PREMISES, AND SELLER HAS DELIVERED TO PURCHASER TRUE,
CORRECT AND COMPLETE COPIES OF SAME.
(X)
SELLER IS NOT A "FOREIGN PERSON" WITHIN THE MEANING OF
SECTION 1445(F)(3) OF THE INTERNAL REVENUE CODE.
Any and all uses of the phrase, "to the best of the Seller's knowledge" or other
references to Seller's knowledge in this Agreement shall mean the actual,
present, conscious knowledge of Thomas Nelson and Opal Tom (the "Seller
Knowledge Individuals") as to a fact at the time given without investigation or
inquiry.
Without limiting the foregoing, Purchaser acknowledges that the Seller
Knowledge Individuals are not obligated to perform any investigation or review
of any files or other information in the