only,
upon information obtained by Buyer directly from Buyer's own inspection of the
Property. Once Buyer has approved this Property in its sole discretion pursuant
to Section 3 of this Agreement, the suitability or lack of suitability of the
Property for any proposed or intended use, or availability or lack of
availability of (a) permits or approvals of governmental or regulatory
authorities, or (b) easements, licenses or other rights with respect to any such
proposed or intended use of the Property, shall not affect the rights or
obligations of the Buyer hereunder.
10.
Property "As Is".
10.1
No Side Agreements or Representations. No person acting on behalf of
Seller is authorized to make, and by execution hereof, Buyer acknowledges that
no person has made, any representation, agreement, statement, warranty,
guarantee or promise regarding the Property or the transaction contemplated
herein or the zoning, construction, physical condition or other status of the
Property except as may be expressly set forth in this Agreement or any amendment
hereto. No representation, warranty, agreement, statement, guarantee or promise,
if any, made by any person acting on behalf of Seller which is not contained in
this Agreement, or any amendment hereto will be valid or binding on Seller.
October 31, 2003
Page 12 of 18
TABLE OF CONTENTS
Purchase and Sale Agreement
Pasadena Corporate Center
Pasadena, California
10.2
AS IS CONDITION. BUYER ACKNOWLEDGES AND AGREES THAT, EXCEPT AS
SPECIFICALLY PROVIDED IN SECTION 7 HEREIN, SELLER HAS NOT MADE, DOES NOT MAKE
AND SPECIFICALLY NEGATES AND DISCLAIMS ANY REPRESENTATIONS, WARRANTIES,
PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER
WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR
FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO THE PROPERTY OR ANY MATTER
RELATED THERETO, INCLUDING, WITHOUT LIMITATION, THE HABITABILITY,
MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR
PURPOSE OF THE PROPERTY, AND COMPLIANCE WITH ANY ENVIRONMENTAL PROTECTION,
POLLUTION OR LAND USE LAWS, RULES, REGULATION, ORDERS OR REQUIREMENTS. EXCEPT AS
PROVIDED IN SECTION 7 OF THIS AGREEMENT, BUYER ACKNOWLEDGES AND AGREES THAT TO
THE MAXIMUM EXTENT PERMITTED BY LAW, THE SALE OF THE PROPERTY AS PROVIDED FOR
HEREIN IS MADE ON AN "AS IS" CONDITION AND BASIS WITH ALL FAULTS, AND THAT
SELLER HAS NO OBLIGATIONS TO MAKE REPAIRS, REPLACEMENTS OR IMPROVEMENTS EXCEPT
AS MAY OTHERWISE BE EXPRESSLY STATED HEREIN.
BY INITIALING BELOW, THE BUYER ACKNOWLEDGES THAT (i) THIS SECTION 10.2 HAS
BEEN READ AND FULLY UNDERSTOOD, (ii) THE BUYER HAS HAD THE CHANCE TO ASK
QUESTIONS OF ITS COUNSEL ABOUT ITS MEANING AND SIGNIFICANCE, AND (iii) THE BUYER
HAS ACCEPTED AND AGREED TO THE TERMS SET FORTH IN THIS SECTION 10.2.
BUYER'S INITIALS
11.
Governmental Approvals. Nothing contained in this Agreement shall be
construed as authorizing Buyer to apply for a zone change, variance, subdivision
maps, lot line adjustment or other discretionary governmental act, approval or
permit with respect to the Property prior to the Close of Escrow, and Buyer
agrees not to do so without Seller's prior written approval, which