of
Section 5-1311 of the New York General Obligations Law. The provisions of this
Article 13 shall survive the Closing.
ARTICLE 14
AS-IS; WHERE-IS;
DISCLAIMER; WAIVER OF CLAIMS
14.1 Disclaimers; As-Is.
14.1.1 BUYER ACKNOWLEDGES THAT IT IS A SOPHISTICATED BUYER, WITH EXPERIENCE IN
OWNING, LEASING AND OPERATING REAL PROPERTY IN THE NATURE OF THE PROPERTY. BUYER
REALIZES THE NATURE OF THIS TRANSACTION, UNDERSTANDS AND IS FREELY TAKING ALL
RISKS, IF ANY, INVOLVED IN CONNECTION WITH THIS TRANSACTION AND ACKNOWLEDGES
THAT THE SAME IS REFLECTED IN THE PURCHASE PRICE AND THE TERMS UPON WHICH BUYER
IS WILLING TO PURCHASE AND SELLER IS WILLING TO SELL.
14.1.2 EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT AND THE CLOSING
DOCUMENTS, THE PROPERTY IS BEING SOLD BY SELLER, AND BUYER AGREES TO ACCEPT THE
PROPERTY IN AS-IS AND WHERE-IS CONDITION ON THE EFFECTIVE DATE (SUBJECT TO
REASONABLE WEAR AND
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TEAR AND SELLER'S OBLIGATIONS HEREIN TO MAINTAIN (OR CAUSE TO BE MAINTAINED) THE
PROPERTY BETWEEN THE EFFECTIVE DATE AND THE CLOSING DATE IN THE MANNER REQUIRED
UNDER THIS AGREEMENT). BUYER ACKNOWLEDGES, REPRESENTS AND WARRANTS THAT
(I) BUYER HAS HAD AMPLE OPPORTUNITY TO MAKE AN INDEPENDENT INVESTIGATION AND
EXAMINATION OF THE PROPERTY (AND ALL MATTERS RELATED THERETO), AND TO BECOME
FULLY FAMILIAR WITH THE PHYSICAL CONDITION AND ENVIRONMENTAL CONDITIONS OF THE
PROPERTY, INCLUDING THE OPPORTUNITY TO INSPECT, EXAMINE, INVESTIGATE AND SAMPLE
THE PROPERTY TO BUYER'S SATISFACTION AND, ACCORDINGLY, BUYER SHALL RELY ON THAT
INSPECTION, EXAMINATION, INVESTIGATION AND SAMPLING, (II) BUYER HAS HAD THE
OPPORTUNITY TO INSPECT, EXAMINE AND INVESTIGATE ALL LAWS, ORDINANCES, AND
GOVERNMENTAL RULES AND REGULATIONS AND LICENSES AND PERMITS RELATING THERETO AND
IS PURCHASING THE PROPERTY SUBJECT TO ANY VIOLATIONS THEREOF (BUT NOT ANY FINES
OR PENALTIES IN CONNECTION THEREWITH), (III) BUYER HAS HAD THE OPPORTUNITY TO
INDEPENDENTLY INVESTIGATE, ANALYZE AND APPRAISE THE VALUE AND THE PROFITABILITY
OF THE PROPERTY AND (IV) SELLER AND SELLER-RELATED PARTIES HAVE NOT MADE ANY
VERBAL OR WRITTEN REPRESENTATIONS, WARRANTIES OR STATEMENTS OF ANY NATURE OR
KIND WHATSOEVER TO BUYER, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO ANY MATTER
WHATSOEVER, EXCEPT AS EXPRESSLY SET FORTH HEREIN AND IN THE CLOSING DOCUMENTS,
AND, IN PARTICULAR, EXCEPT AS EXPRESSLY SET FORTH HEREIN AND IN THE CLOSING
DOCUMENTS, NO REPRESENTATIONS OR WARRANTIES HAVE BEEN MADE OR SHALL BE MADE WITH
RESPECT TO (A) THE PHYSICAL CONDITION OR OPERATION OF THE PROPERTY, INCLUDING
THE EXISTENCE OF ANY ENVIRONMENTAL HAZARDS OR CONDITIONS THEREON (INCLUDING THE
PRESENCE OF ASBESTOS CONTAINING MATERIALS OR THE RELEASE OR THREATENED RELEASE
OF HAZARDOUS MATERIALS), (B) THE REVENUES OR EXPENSES OF THE PROPERTY, (C) THE
ZONING AND OTHER LAWS AND/OR ANY PERMANENT OR TEMPORARY CERTIFICATE OF OCCUPANCY
APPLICABLE TO THE PROPERTY OR THE COMPLIANCE OF THE PROPERTY THEREWITH, (D) THE
STATUS OF ANY APPROVALS REQUIRED FOR THE DEVELOPMENT OF THE PROPERTY, (E) THE
NATURE AND EXTENT OF ANY MATTER AFFECTING TITLE TO THE PROPERTY, (F) THE
QUANTITY, QUALITY, OR CONDITION OF THE PERSONALTY, (G) WHETHER OR NOT THE REAL
ESTATE TAXES CURRENTLY ASSESSED AGAINST THE PROPERTY ACCURATELY