FACT, AND/OR SHALL
HAVE IN FACT, INSPECTED THE PROPERTY
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AND ALL MATTERS RESPECTING THE PROPERTY AND IS AND/OR SHALL BE FULLY COGNIZANT
OF THE CONDITION OF THE PROPERTY AND THAT IT HAS HAD, AND/OR SHALL HAVE HAD,
ACCESS TO INFORMATION AND DATA RELATING TO ALL OF SAME AS BUYER HAS CONSIDERED
NECESSARY, PRUDENT, APPROPRIATE OR DESIRABLE FOR THE PURPOSES OF THIS
TRANSACTION AND THAT BUYER AND ITS AGENTS AND REPRESENTATIVES HAVE, AND/OR SHALL
HAVE HAD, INDEPENDENTLY INSPECTED, EXAMINED, ANALYZED AND APPRAISED ALL OF SAME.
BUYER ACKNOWLEDGES THAT BUYER IS AND/OR WILL BE FULLY FAMILIAR WITH THE PROPERTY
AND BUYER AGREES TO ACCEPT THE PROPERTY "AS IS", WITH ALL FAULTS, IN ITS CURRENT
CONDITION, SUBJECT TO REASONABLE WEAR AND TEAR. BUYER SHALL BE RESPONSIBLE AT
ITS SOLE COST AND EXPENSE TO OBTAIN AND SATISFY ALL REQUIRED GOVERNMENTAL OR
REGULATORY INSPECTION, CERTIFICATE OR OTHER SUCH TRANSFER REQUIREMENTS PRIOR TO
CLOSING. AS USED HEREIN, "CONDITION OF THE PROPERTY" SHALL MEAN THE TITLE AND
PHYSICAL CONDITION THEREOF, INCLUDING ALL ENVIRONMENTAL MATTERS, THE QUANTITY,
CHARACTER, FITNESS AND QUALITY THEREOF, MERCHANTABILITY, FITNESS FOR PARTICULAR
PURPOSE, THE INCOME, EXPENSES OR OPERATION THEREOF, THE VALUE AND PROFITABILITY
THEREOF, THE USES WHICH CAN BE MADE THEREOF, TITLE TO THE PROPERTY (SUBJECT,
HOWEVER TO SECTION 4), THE STRUCTURAL AND MECHANICAL CONDITION OF THE PROPERTY,
THE BUILDINGS, STRUCTURES AND IMPROVEMENTS SITUATE THEREON, THE PLUMBING,
HEATING, ELECTRIC AND VENTILATING SYSTEMS (IF ANY) SERVING THE PROPERTY AND ANY
OTHER MATTER OR THING WHATSOEVER WITH RESPECT THERETO. IN ADDITION TO, AND
WITHOUT LIMITING THE FOREGOING, BUYER FURTHER ACKNOWLEDGES AND AGREES THAT THE
PROPERTY IS CONVEYED IN ITS "AS IS" AND "WHERE AS" CONDITION WITH RESPECT TO
ENVIRONMENTAL MATTERS, AND BUYER HEREBY ASSUMES THE RISK THAT ADVERSE PAST,
PRESENT OR FUTURE CONDITIONS MAY NOT BE REVEALED IN ITS INSPECTION OR
INVESTIGATION.
6. Seller's Representations and Warranties. Seller represents and warrants to
Buyer as follows:
a. Organization and Standing. Seller is a Corporation duly organized and in
good standing under the laws of the State of New York. Seller has the authority
to perform this agreement.
b. No Conflict or Breach. The execution and delivery of this Agreement and the
Seller's Closing Documents will not result in a breach or violation of the
terms, or provisions of the articles of organization or other governing
documents of the Seller, or any agreement, mortgage or note to which Seller is a
party and subject to the terms of Section 3(d) herein.
c. Proceedings. Seller is not a party to, and, to Seller's knowledge, is not
currently threatened with, any legal action before any court relating to the
Real Property.
d.
Environmental Laws. Seller, to its knowledge, warrants and represents that it
has not generated, treated, stored, released or disposed of toxic or hazardous
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substances or waste as defined in the Comprehensive Environmental Response,
Compensation and Liability Act of 1980 ("CERCLA"), 42 U.S.C. §9601-9657, as
amended) ("Hazardous Waste") on, in, under or adjacent to the Property,
including without limitation, the surface and subsurface waters of