SELLER REPRESENTS
INDIVIDUALLY AS TO THE PROPERTY OWNED BY SUCH SELLER, AS OF THE EFFECTIVE DATE,
TO EACH SUCH SELLER'S KNOWLEDGE AS TO ITS OWN PROPERTY, SUCH SELLER HAS NOT
RECEIVED WRITTEN NOTICE OF ANY ASSESSMENTS CURRENTLY AFFECTING ITS PROPERTY THAT
ARE NOT OF PUBLIC RECORD OR WOULD NOT GENERALLY BE RECORDED IN THE PUBLIC
RECORDS EXCEPT WITH RESPECT TO ANY ASSESSMENTS, IF ANY, IMPOSED FROM TIME TO
TIME PURSUANT TO RECORDED COVENANTS.
(I)
TO EACH SELLER'S KNOWLEDGE, EXCEPT AS SET FORTH ON EXHIBIT T, THERE ARE
NO TAX REDUCTION PROCEEDINGS PENDING WITH RESPECT TO ALL OR ANY PORTION OF THE
PROPERTIES.
(J)
TO EACH SELLER'S KNOWLEDGE, THERE IS NO PROCEEDING OR INQUIRY BY ANY
GOVERNMENTAL AGENCY WITH RESPECT TO THE RELEASE, PRODUCTION, DISPOSAL OR STORAGE
AT THE PROPERTIES OF ANY HAZARDOUS MATERIALS (AS HEREAFTER DEFINED).
30
(K)
SUCH SELLER IS NOT, AND WILL NOT BECOME, A PERSON OR ENTITY WITH WHOM U.S.
PERSONS OR ENTITIES ARE RESTRICTED FROM DOING BUSINESS UNDER REGULATIONS OF THE
OFFICE OF FOREIGN ASSET CONTROL ("OFAC") OF THE DEPARTMENT OF THE TREASURY
(INCLUDING THOSE NAMED ON OFAC'S SPECIALLY DESIGNATED AND BLOCKED PERSONS LIST)
OR UNDER ANY STATUTE, EXECUTIVE ORDER (INCLUDING THE SEPTEMBER 24, 2001,
EXECUTIVE ORDER BLOCKING PROPERTY AND PROHIBITING TRANSACTIONS WITH PERSONS WHO
COMMIT, THREATEN TO COMMIT, OR SUPPORT TERRORISM), OR OTHER GOVERNMENTAL ACTION
AND IS NOT AND WILL NOT ENGAGE IN ANY DEALINGS OR TRANSACTIONS OR BE OTHERWISE
ASSOCIATED WITH SUCH PERSONS OR ENTITIES.
SECTION 8.2.
REPRESENTATION SURVIVAL. THE PROVISIONS OF THIS ARTICLE VIII WHICH
ARE SPECIFICALLY REFERRED TO IN SECTION 24.9(A), AND THE REPRESENTATIONS AND
WARRANTIES SET FORTH IN SUCH PROVISIONS, SHALL SURVIVE THE CLOSING UNTIL THE
SURVIVAL DATES SET FORTH IN SECTION 24.9(A). NOTWITHSTANDING ANYTHING HEREIN TO
THE CONTRARY, NO SELLER SHALL HAVE ANY LIABILITY TO BUYER FOR A BREACH OF ANY
REPRESENTATION OR WARRANTY HEREUNDER, IF THE BREACH IN QUESTION IS, ON OR PRIOR
TO THE ***** ******** ****: (A) BASED ON A CONDITION, STATE OF FACTS OR OTHER
MATTER WHICH WAS KNOWN BY BUYER OR ANY RECEIVING PARTY REPRESENTATIVE, (B) MADE
AVAILABLE TO BUYER OR ANY RECEIVING PARTY REPRESENTATIVE OR (C) DISCLOSED IN
WRITING TO BUYER OR ANY RECEIVING PARTY REPRESENTATIVE ON OR PRIOR TO THE *****
******** ****. THE PROVISIONS OF THIS SECTION 8.2 SHALL NOT BE DEEMED TO LIMIT
BUYER'S RIGHTS, IF ANY, UNDER SECTION 14.2 BELOW.
SECTION 8.3.
REPRESENTATION ACCURACY. IF PRIOR TO THE CLOSING DATE (I) BUYER
OR ANY RECEIVING PARTY REPRESENTATIVE HAS OR OBTAINS KNOWLEDGE THAT ANY OF
SELLERS' REPRESENTATIONS OR WARRANTIES SET FORTH IN THIS ARTICLE VIII ARE UNTRUE
IN ANY RESPECT, OR (II) ANY INFORMATION IN THE LEASES, SERVICE CONTRACTS, ANY
TENANT ESTOPPEL OR GSA ESTOPPEL,
THE INFORMATION, THE OFFERING PACKAGE AND DUE
DILIGENCE MATERIALS OR OTHER WRITTEN INFORMATION PROVIDED OR MADE AVAILABLE TO
BUYER OR ANY RECEIVING PARTY REPRESENTATIVE (COLLECTIVELY, THE "SPECIFIED
DOCUMENTS") IS INCONSISTENT WITH ANY OF SELLERS' REPRESENTATIONS OR WARRANTIES
HEREUNDER, AND BUYER NEVERTHELESS PROCEEDS WITH THE CLOSING, THEN (X) THE BREACH
BY ANY SELLER OF THE REPRESENTATIONS