FOR TAXES PAYABLE AT OR AFTER CLOSING, SELLER SHALL BE ENTITLED TO
RECEIVE A SUM EQUAL TO SUCH CREDIT WHEN GRANTED.
PURCHASER SHALL NOTIFY SELLER
OF THE FACT THAT PURCHASER HAS BEEN GRANTED A REDUCTION IN THE REAL ESTATE
ASSESSMENT FOR THE PROPERTY WITH RESPECT TO THE FISCAL YEAR IN WHICH THE CLOSING
OCCURS WITHIN TEN (10) DAYS AFTER PURCHASER IS NOTIFIED OF THE SAME IN WRITING.
THIS SECTION SHALL SURVIVE THE CLOSING.
ARTICLE 8
ACKNOWLEDGMENTS OF PURCHASER; CONDITION OF PROPERTY
8.1
ANALYSIS AND EVALUATION OF THE PROPERTY.
BEFORE ENTERING INTO THIS AGREEMENT, PURCHASER ACKNOWLEDGES THAT IT HAS MADE ITS
OWN ANALYSIS AND EVALUATION OF THE PROPERTY, THE OPERATION, THE INCOME
POTENTIAL, PROFITS AND EXPENSES THEREOF, ITS CONDITION AND ALL OTHER MATTERS
AFFECTING OR RELATING TO THE TRANSACTION UNDERLYING THIS AGREEMENT AS PURCHASER
DEEMED NECESSARY, INCLUDING, WITHOUT LIMITATION, THE LAYOUT, SQUARE FOOTAGE,
POTENTIAL RENTS AND INCOME, EXPENSES AND OPERATION OF THE PROPERTY AND THE
AVAILABILITY AND/OR AMOUNT OF AIR RIGHTS WITH RESPECT TO THE PROPERTY (AND
ACKNOWLEDGES AND AGREES THAT SELLER HAS NOT MADE ANY REPRESENTATIONS AND
WARRANTIES WITH RESPECT TO THE FOREGOING).
IN ENTERING INTO THIS AGREEMENT,
PURCHASER HAS NOT BEEN INDUCED BY AND HAS NOT RELIED UPON ANY REPRESENTATIONS,
WARRANTIES, STATEMENTS OR COVENANTS, EXPRESS OR IMPLIED, MADE BY SELLER OR ANY
AGENT, EMPLOYEE OR OTHER REPRESENTATIVE OF SELLER, WHICH ARE NOT EXPRESSLY SET
FORTH IN THIS AGREEMENT.
8.2
NO EFFECT ON PURCHASER'S OBLIGATIONS.
PURCHASER FURTHER ACKNOWLEDGES THAT ITS COVENANTS, AGREEMENTS, AND OBLIGATIONS
UNDER THIS AGREEMENT SHALL NOT BE EXCUSED OR MODIFIED BY: (I) THE PHYSICAL
CONDITION OF THE BUILDING OR PERSONAL PROPERTY, OR ITS FITNESS, MERCHANTABILITY
OR SUITABILITY FOR ANY USE OR PURPOSE, (II) THE
POTENTIAL RENTS, INCOME OR
EXPENSES OF THE PROPERTY,
14
(III) THE COMPLIANCE OR NON-COMPLIANCE WITH ANY LAWS, CODES, ORDINANCES, RULES
OR REGULATIONS OF ANY GOVERNMENTAL AUTHORITY AND ANY VIOLATIONS THEREOF EXISTING
OR SUBSEQUENTLY IMPOSED, (IV) THE ENVIRONMENTAL CONDITION OF THE PROPERTY OR THE
PROPERTY'S COMPLIANCE OR NON-COMPLIANCE WITH ANY LAWS, CODES, ORDINANCES, RULES
OR REGULATIONS OF ANY GOVERNMENTAL AUTHORITY RELATING TO THE PRESENCE, USE,
STORAGE, HANDLING OR REMOVAL OF ANY HAZARDOUS SUBSTANCES, (V) THE CURRENT OR
FUTURE USE OF THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, THE PROPERTY'S USE
FOR COMMERCIAL, RETAIL, INDUSTRIAL, OFFICE, RESIDENTIAL, HOTEL, OR OTHER
PURPOSES, (VI) THE CURRENT OR FUTURE REAL ESTATE TAX LIABILITY, ASSESSMENT OR
VALUATION OF THE PROPERTY, (VII) THE AVAILABILITY OR NON-AVAILABILITY OF ANY
BENEFITS CONFERRED BY FEDERAL, STATE OR MUNICIPAL LAWS, WHETHER FOR SUBSIDIES,
SPECIAL REAL ESTATE TAX TREATMENT OR OTHER BENEFITS OF ANY KIND, (VIII) THE
AVAILABILITY OR UNAVAILABILITY OF ANY LICENSES, PERMITS, APPROVALS OR
CERTIFICATES WHICH MAY BE REQUIRED IN CONNECTION WITH THE OPERATION OF THE
PROPERTY,
(IX) THE COMPLIANCE OR NON-COMPLIANCE OF THE PROPERTY, IN ITS CURRENT
ZONING OR A VARIANCE WITH RESPECT TO THE PROPERTY'S NON-COMPLIANCE,
IF ANY,
WITH ANY ZONING ORDINANCES, EXCEPT AS HEREIN SPECIFICALLY SET FORTH, OR (X) THE
CONFORMITY OF THE USE OF THE PROPERTY WITH ANY CERTIFICATE OF OCCUPANCY.
8.3
NO OTHER REPRESENTATIONS.
PURCHASER HEREBY
EXPRESSLY