OR MATERIALS THAT PURCHASER DISCOVERS DURING THE
WARRANTY PERIOD. UPON THE EXPIRATION OF THE WARRANTY PERIOD, SELLER SHALL CAUSE
THE MATERIAL AND LABOR WARRANTIES FOR THE GENERAL CONTRACTOR, THE ROOF ON THE
IMPROVEMENTS, THE WINDOW GLAZING AND THE MECHANICAL, INCLUDING HVAC, ELECTRIC
AND PLUMBING SYSTEMS TO BE ASSIGNED TO PURCHASER. IN ADDITION, SELLER SHALL
DELIVER TO PURCHASER ALL OTHER CONTINUING ASSIGNABLE GUARANTIES AND WARRANTIES
RECEIVED BY SELLER IN CONNECTION WITH THE CONSTRUCTION OF THE IMPROVEMENTS AND
SHALL PERFORM (OR CAUSE THE PERFORMANCE OF) FOR THE BENEFIT OF PURCHASER BUT AT
PURCHASER'S EXPENSE ANY CONTINUING, NON-ASSIGNABLE GUARANTIES AND WARRANTIES.
NOTWITHSTANDING THE FOREGOING, SELLER HAS NO OBLIGATION TO ASSIGN ANY WARRANTY
OR GUARANTY TO PURCHASER IF PURCHASER IS OBLIGATED TO BUT HAS NOT MAINTAINED AN
ITEM COVERED BY THE WARRANTY OR GUARANTY IN GOOD CONDITION AND REPAIR. THE
OBLIGATIONS SELLER UNDERTAKES UNDER THE TERMS OF THIS SUBSECTION SHALL SURVIVE
THE CLOSING HEREOF AND SHALL NOT MERGE INTO THE DEED. "SUBSTANTIAL COMPLETION"
OR "SUBSTANTIALLY COMPLETE" MEANS THAT (I) THE IMPROVEMENTS ARE SUBSTANTIALLY
COMPLETED IN ACCORDANCE WITH THE FINAL PLANS AND SPECIFICATIONS (AS DEFINED IN
THE LEASE) EXCEPT FOR MINOR DETAILS OF CONSTRUCTION, DECORATION OR MECHANICAL
ADJUSTMENTS WHICH DO NOT INTERFERE IN ANY MATERIAL RESPECT WITH PURCHASER'S
ACCESS TO OR USE OR ENJOYMENT OF THE IMPROVEMENTS AND (II) A TEMPORARY OR
CONDITIONAL CERTIFICATE OF OCCUPANCY OR ITS EQUIVALENT PERMITTING FIXTURING AND
OCCUPANCY OF THE IMPROVEMENTS HAS BEEN OBTAINED. NOTWITHSTANDING ANYTHING IN
THIS AGREEMENT TO THE CONTRARY, A CERTIFICATE OF OCCUPANCY FROM THE APPLICABLE
GOVERNMENTAL AUTHORITY AND A CERTIFICATE FROM SELLER'S ARCHITECT THAT THE
IMPROVEMENTS HAVE BEEN COMPLETED IN SUBSTANTIAL COMPLIANCE WITH THE FINAL PLANS
AND SPECIFICATIONS SHALL CONFIRM THAT SUBSTANTIAL COMPLETION OF THE IMPROVEMENTS
HAS OCCURRED, ABSENT MANIFEST ERROR.
EXCEPT AS SET FORTH ABOVE IN THIS SECTION 1.2, THE PROPERTY IS BEING SOLD IN AN
"AS IS, WHERE IS" CONDITION AND "WITH ALL FAULTS" AS OF THE DATE OF THIS
AGREEMENT AND AS OF CLOSING. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT,
INCLUDING BUT NOT LIMITED TO THE LIMITATIONS SET FORTH IN THE NEXT PARAGRAPH OF
THIS SECTION 1.2, NO REPRESENTATIONS OR WARRANTIES HAVE BEEN MADE OR ARE MADE
AND NO RESPONSIBILITY HAS BEEN OR IS ASSUMED BY SELLER OR BY ANY PARTNER,
OFFICER, PERSON, FIRM, AGENT, ATTORNEY OR REPRESENTATIVE ACTING OR PURPORTING TO
ACT ON BEHALF OF SELLER AS TO (I) THE CONDITION OR STATE OF REPAIR OF THE
PROPERTY; (II) THE COMPLIANCE OR NON-COMPLIANCE OF THE PROPERTY WITH ANY
APPLICABLE LAWS, REGULATIONS OR ORDINANCES (INCLUDING, WITHOUT LIMITATION, ANY
APPLICABLE ZONING, BUILDING OR DEVELOPMENT CODES); (III) THE VALUE, EXPENSE OF
OPERATION, OR INCOME POTENTIAL OF THE PROPERTY; (IV) ANY OTHER FACT OR CONDITION
WHICH HAS OR MIGHT AFFECT THE PROPERTY OR THE CONDITION, STATE OF REPAIR,
COMPLIANCE, VALUE, EXPENSE OF
2
OPERATION OR INCOME POTENTIAL OF THE PROPERTY OR ANY PORTION THEREOF; OR
(V) WHETHER THE PROPERTY CONTAINS ASBESTOS OR HARMFUL OR TOXIC SUBSTANCES
("SUBSTANCES") OR PERTAINING TO THE EXTENT, LOCATION OR NATURE OF SUBSTANCES.
THE PARTIES AGREE THAT ALL UNDERSTANDINGS AND